


Changing of the Guard

by Darthkvzn



Series: There Was Once An Avenger From Krypton [1]
Category: Ben 10 Series, Bumblebee (Movie 2018) - Fandom, Captain Marvel (2019), Marvel Cinematic Universe, Tales of Arcadia (Cartoons), Transformers - All Media Types
Genre: Alternate Universe - Canon Divergence, Canon-Typical Violence, Crossovers & Fandom Fusions, F/M, Other Additional Tags to Be Added, Other Fandoms Not Mentioned in Tags, Temporary Character Death
Language: English
Status: In-Progress
Published: 2019-03-27
Updated: 2019-10-27
Packaged: 2019-12-25 10:06:05
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 8
Words: 32,092
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18259100
Author URL: https://archiveofourown.org/users/Darthkvzn/pseuds/Darthkvzn
Summary: Ben Tennyson has wanted to be a superhero ever since his Enhanced best friend, Kevin Levin, was taken in as a toddler by his grandfather - ever mysterious father figure and retired government agent - Max. Shortly after the Chitauri invasion, Ben receives terrible news; his grandfather has disappeared and been declared dead. Max leaves Kevin his beloved RV, within which a distraught Ben finds the key to his own inheritance: a strange, alien device called the Omnitrix, which grants him his wish of becoming a hero by allowing him to turn into ten different alien species, all with their respective quirks and powers.As the chosen wielder of the Omnitrix, Ben must now figure out his way through the ups and downs of being an alien-themed teenage superhero, in a world that is only just recuperating from an alien invasion, all while figuring out the mystery of his grandfather’s alleged death, mastering the quirks of the watch, and balancing his separate lives.





	1. The Secret Life of Max Tennyson

**Author's Note:**

> So, this is basically me cherry-picking the best part of the Ben 10 mythos and throwing them in a blender with my "The Girl Who Could Knock Out the Hulk" MCU crossover 'verse (port from FF dot net pending). This story also takes place in the same universe as Close Encounters of the Gem Kind.
> 
> Right away, you'll see a bunch of changes, starting with the fact that Ben isn't a 10 year old at the time of obtaining the Omnitrix. Rest assured, there's several pages of Google Docs worth of headcanons for this one. I hope you'll grow to appreciate these twists and turns.
> 
> Also - and I'm warning you ahead of time - this is part of a multicrossover. I won't tag which fandoms will come into play to avoid spoilers, but...well, just so you know.
> 
> Thank you for reading!

It’s two days after the funeral, and Ben still can’t bring himself to believe it.

 

A resounding crack draws his attention, and he turns to see Kevin’s proud smirk, provoked by his thrown rock hitting and shattering one of the beer bottles they lined up on top of the rusted out hood of a 70s Chevy, fragments of glass skittering down to the gravel below.

 

“ _ Nailed  _ it.” -he says proudly. His voice is still a little hoarse from the rage-fuelled screams that filled the abandoned junkyard shortly after the bad news were broken to them.

 

Gwen smiles at him sweetly, happy to see  _ some _ glimmer of his personality shine through the gloom. She’s not really participating, just sitting cross legged atop one of her glass-like magenta platforms behind the two of them, enjoying the sudden return of their competitive streak while she reads one of the old spell books Grandpa got her as soon as she turned 10 and began exhibiting powers.

 

“Alright, Levin, don’t get cocky.” -Ben says, his usual smirk more than a bit subdued. “Lucky shot, that’s all.”

 

“Show me how it’s done, then, Tennyson.” -the raven-haired teen challenges, crossing his arms. 

 

Out of the three of them, Gwen has historically always had the best - or rather, the  _ luckiest  _ \- aim. Ben is fairly consistent, but his throws almost never break the bottles. Kevin usually misses a bunch, but he  _ always  _ breaks what he hits.

 

Ben obliges, grabbing a stone the size of his thumb and flinging it. It’s a strong throw, certainly stronger than usual, but then it’s charged with a little  _ extra _ . Some sadness, some hatred, some grief, all courtesy of Grandpa Max’s death.

 

The rock hits the neck of the bottle, which breaks. The rest of it, however, stays neatly on top of the Chevy’s hood.

 

“Nice job  _ decapitating _ the bottle, Ben.” -Kev says, sarcastic.

 

“I know a french king or two that’d be  _ terrified _ of you.” -Gwen adds, amused.

 

“At least I  _ hit it _ .” -Ben says, miffed. “Unlike two of your last three attempts.”

 

Kevin scoffs. “Count the glass shards, Tennyson. How many are yours, again?”

 

“I’m still like 50 bottles over you, lifetime.”

 

Gwen shakes her head. “Oh, quit it you two. You know grandpa wouldn’t want you to fight.”

 

The mention of Max Tennyson has a profound - if markedly different - effect on the other two teens; Kevin seems to shut down, his expression immediately turned downcast, while Ben grits his teeth and tries not to cry. Again.

 

“Sorry.” -Gwen immediately says, wincing. “ _ Damn _ it, I didn’t think.”

 

Ben doesn’t begrudge her that. She loved Grandpa, sure, and he’s the only reason she knows  _ anything  _ about her strange, unexplained powers, but their relationship was very different than Kevin and Ben’s.

 

Kevin was orphaned as a toddler, and Max took it upon himself to become his legal guardian. And while Ben’s parents are both still alive, neither of them seem to really  _ care _ about him. Max decided to care enough for  _ both _ .

 

Max  _ practically _ raised them. Made them the people they are now. And now, he’s dead.

 

“It’s alright, Gwen.” -Ben says, after a moment. “It’s just...fresh, y’know?”

 

Kevin finally snaps out of it, and immediately walks away and through the piles of scrap. Gwen makes to follow him, but Ben stops her. 

 

“You  _ know  _ he needs the space. Magic shields or not, Kevin specifically asked you to stay away when he gets like this.” -Ben gently reminds her.

 

She sighs. “I  _ know _ , I just...it breaks my heart, seeing him like this.”

 

“Mine too.” -he says, and he means it. “But Kevin’s powers can be dangerous when his emotions get the better of him.”

 

As if on cue, Kevin starts to roar on the other side of the scrapyard - which Grandpa Max bought exclusively for Kevin to practice his powers as he grew up. The sound of warping metal and breaking glass fills the twilight. The neighbors down the road are  _ probably  _ gonna put in another noise complaint. Ben can’t exactly bring himself to care, though - Max never seemed to, not when he  _ knew  _ Kevin needed the outlet.

 

Gwen starts to tear up. Ben’s throat suddenly has a knot in it, too. 

 

“I keep hoping it’s some kind of fake-out.” -Gwen admits, after the noise begins to die down. “It seems like something he’d do, y’know? Not in a mean-spirited way, of course, but...”

 

“No, I get it.” -Ben says. “Grandpa always had that... _ mystery _ about him, I guess.”

 

Gwen hugs herself. “I checked for his life force. Just in case. He’s just... _ gone _ , Ben.”

 

“That’s why we went to his funeral, cuz.”

 

“ _ No _ , I mean...according to the books Grandpa Max gave me, when someone... _ passes _ , a remnant of their essence remains on Earth. That’s how a necromancer would bring someone back, taking that echo and reanimating it and the body around it with magic. I tried to find him, but Grandpa’s essence is nowhere to be found.”

 

Ben doesn’t want to get his hopes up, so he promptly shoots the possibility down. “Maybe it’s just...one of the spells that don’t really work for you.”

 

Gwen sighs. It’s hit or miss with her, it’s true; some of the spells she’s tried, no matter how accurately performed to the instructions on her books, just don’t work. Max always said he’d ask around, but he never got around to figuring out the reason behind her occasional dysfunction.

 

“Maybe.” -she admits, though she seems unconvinced. “It’s just...I’ve been trying every alternative explanation. It’s driving me crazy, that I can’t figure out  _ why _ he’d go to New York,  _ alone _ , just in time for aliens to invade.”

 

Ben nods. It’s been eating away at him, too - Max was a well travelled man, seemingly friends with people in all fifty states, and beyond America’s borders, but he rarely travelled alone, never left behind the Rust Bucket when he did, and - this was the  _ truly  _ unheard of part - under no circumstances would he ever skip on their annual road trip to go on an impromptu, solo flight to New York.

 

And yet, he left in a hurry as soon as the news on the Chitauri broke out, on a  _ plane  _ of all things, and left a sleeping Kevin behind on the old, rickety RV a week or so before they were all set to leave for the summer.

 

He didn’t even say good-bye.

 

Kevin returns then. Steel fades from his hands as he releases his hold on the absorbed material. His clothes are a bit torn up, most likely from shrapnel, but at least his mood seems to have improved somewhat.

 

“Kevin, I…” -Gwen begins, hesitant.

 

“It’s alright.” -he cuts her apology off. Ben knew it would be; Kevin could never hold a grudge against Gwen. “I should  _ probably  _ have a tighter handle on things. Normal people don’t crush rusted out cars in a blind rage.”

 

“Normal people can’t turn their own flesh into whatever material they’re touching.” -she counters. “It’s okay to grieve in whatever way best suits you -  _ including _ using your powers as an outlet in a safe space.”

 

He sighs. “I guess. It’s just...my brain feels like it’s going in circles, y’know? I can’t help but go back to the night before, trying to figure out what I missed. Why the  _ hell _ would he think flying into an invasion would be a good idea?”

 

“Grandpa was never one to look away when someone needed help.” -Ben gently reminds him. Max is, after all, the reason Kevin has a second father to mourn in the first place.

 

“Plus, he used to work for the government.” -Gwen says. “Maybe he just...knew something ahead of time.”

 

“If he did, why didn’t he tell me?” -he asks, half in anger, half in despair.

 

The Tennysons don’t have a good answer for him. Kevin doesn’t really expect them to.

 

* * *

 

Grandpa Max  _ did  _ have a house, but he only ever used it as an oversized storage unit after his kids moved out. He always preferred bunking in the Rust Bucket, always claimed he slept better in the tiny cot, with all the creaks and strange noises that the old RV perpetually makes.

 

Kevin sleeps in the Rust Bucket, too, though he’s always been far less enthused with its quirks. Kevin’s an avid lughead, and he’s always wanted to fix it up to modern standards, but Max never allowed him to peek under the old girl’s hood. Kevin never understood it, considering how encouraging Max always was in pretty much every other aspect of life, but he respected the old man’s wishes.

 

He’s gone now, though. After some deliberation, Kevin decides to pop the hood open. Ben is on his way to Grandpa’s home, then, per Kevin’s invitation. 

 

“How are you holding up?” -Julie asks him. Kevin didn’t  _ explicitly  _ invite Ben’s girlfriend, but the two have basically been an item since she knocked the  _ heck  _ out of him with a soccer ball to the face in third grade of middle school.

 

“Better than monday.” -he says, hands in his jeans’ pockets. “Still, not great.”

 

Julie hums. “I still can’t believe your mom didn’t go to the funeral.” -she says. Anger is a rare look on her, but it’s more than justified. “I mean, I  _ know _ she was never really a fan of Max’s, but…”

 

“You’d think a death in the family would take precedence over her re-election fundraiser?” -Ben finishes for her. “ _ Yeah _ . Trust me, I’m still mad about it. One more for the pile, I guess.”

 

“You know, my parents love you as the son they never had.” -she says, smirking. “I’m sure dad could work some lawyer magic.”

 

“And subject myself to the Yamamoto extra-curricular extravaganza?” -he teases. “No, thanks. I’m happy working the counter at Mr. Smoothy and playing videogames for a living.”

 

She smacks his arm, playfully. “Hey, my parents are  _ way _ better about that these days. I’m down to  _ only  _ swimming and tennis practice!”

 

Ben chuckles. It’s a bit of a dark one, considering how utterly overworked Julie was for years, thanks to her formerly overbearing parents. “Yeah, I  _ guess _ that’s true.”

 

“I can never thank Gwen enough. Well, Gwen’s parents, at any rate.”

 

“If only we’d known sooner that your parents would see the error of their ways after a single meeting with my aunt and uncle.”

 

“So many wasted years.” -Julie agrees. She turns a bit somber. “It’s honestly hard to believe Max’s children were, well,  _ his _ . Your dad and aunt are just so... _ different  _ to him.”

 

Ben nods. “He never really touched the subject, but I could tell how disappointed he was in them. It’s  _ probably _ why he stole us away every chance he had.”

 

Julie offers a small smile. “Well, I can’t say I’m gonna miss not having you around most of the summer, but...you  _ were _ always happier when you returned.”

 

“Maybe we can all go next year.” -Ben suggests. “Kevin will be eighteen by next summer, so he’ll get his driver’s license. We’ve been talking about keeping the road trip tradition alive in Grandpa’s honor. Not sure how’ll long  _ that’ll _ last, since Gwen  _ definitely  _ won’t stay in California when she goes to college, but still.”

 

The brunette purses her lips as they turn the corner to the cul-de-sac where Max’s house is located. “I dunno, Ben. Your road trips are a  _ family _ tradition. I wouldn’t wanna intrude.”

 

“Oh, come on, Julie. You’re  _ practically _ family. More, sometimes, than my own parents.” -he says.

 

They never really talk about the future; their relationship’s always been one lived day by day, but, in the wise words of Smash Mouth,  _ the years start comin’ and they don’t stop comin’ _ . They’re almost sixteen, and the prospect of what comes shortly afterwards looms on the horizon. Kevin deals with it by  _ not  _ dealing with it. Gwen  _ obsesses  _ over it. Ben isn’t quite sure where Julie and him will fall on that particular spectrum.

 

Julie links her and Ben’s arms at the elbows, blushing. She doesn’t say anything, but then she doesn’t need to. They walk the well-worn path past Max’s house, to the small clearing where the Rust Bucket resides.

 

“Oh, hey guys.” -Gwen says, once they reach the RV. She’s levitating a tool box beside Kevin, her eyes glowing a vivid magenta, but Julie and, of course, Ben are completely used to it. Even if the world wasn’t in the midst of having superpowered people become the norm, rather than the exception, Julie’s been there through the whole process of Kevin and Gwen discovering and developing their abilities.

 

Kevin pokes his head out beside the hood, his face smeared in motor oil and some kind of cyan  _ goo  _ Ben can’t identify at a glance. “ _ Ugh _ , just  _ look  _ at you two. You look like you’re  _ married. _ Like, with  _ kids _ . Go make out in a couch or something, like proper, hormonal teenagers.”

 

Julie rolls her eyes, amused. To this day, Kevin has failed to get a rise out of her. “Figure out your massive crush on  _ you-know-who _ and we’ll talk, Levin.”

 

Gwen raises an expectant eyebrow, but Kevin just grumbles and hides under the hood again. No one can tell, but Gwen rolls her glowing eyes.

 

“So, what did you find? Beside the half-broken engine of a forty-year-old RV?” -Ben asks.

 

“See, that’s the thing, Tennyson.” -Kevin says, beckoning them to come forward. “That’s not at  _ all _ what I found.”

 

Ben frowns as they approach. He’s not exactly a car guy, but...whatever Kevin is tinkering with  _ does not _ look like any engine he’s ever seen.

 

“Holy  _ shit _ .” -Julie sums it up best. She curses more often than you’d think. “What the hell is  _ that _ ?”

 

Kevin shakes his head. “Well...if Max’s ‘read me in case I die’ notes are to be believed? A Nova-made, cold fusion powered,  _ Star Blaster _ -class starfighter drive, specifically adapted to fit the frame of a 1978 GMC Royale.”

 

* * *

 

“So let me get this straight.”

 

They’re all sat around a futuristic looking chest the size of a Saint Bernard, surrounded by precariously stacked knick-knacks and  _ oddities _ from every state in the Union, items that Max collected over the years and stuffed every corner of the house with. It’s not  _ quite  _ a hoarder, in-need-of-an-intervention situation, but the living room is, admittedly, cramped.

 

“Grandpa Max was an astronaut in the sixties for a  _ secret _ , joint space program…”

 

“Sponsored by some kind of S.H.I.E.L.D. offshoot, called the Sentient World Observation and Response Department. S.W.O.R.D. for short, because  _ acronyms _ , I guess. Max said they used some kind of alien power source to beat both the russians and America to the Moon.” -Kevin supplies.

 

“...got captured by aliens almost as soon as he breached Earth’s orbit…”

 

“He calls them Kree. Some kind of imperialistic alien species that’s interested on Earth, for some reason. They have a fleet blockading the planet, and they strictly control who leaves and enters our atmosphere.” -Gwen added.

 

“... _ escaped _ , then spent the next  _ ten years _ in space…”

 

“He made it to Xandar, capital of the Nova Empire. I get the feeling them and the Kree don’t really get along. He found some kind of weapon he only calls ‘The Watch’, and helped the Nova Corps put down some kind of crazy alien warlord with it.” -Kevin explained.

 

“...before returning to the planet to settle down with his  _ alien wife _ .” -Ben says, shaking his head.

 

“Hence, my powers.” -Gwen pipes up. “Grandma was an Anodite, some kind of energy-based alien life form.”

 

Ben pinches the bridge of his nose. He can only imagine that all of this - space adventures, alien grandmas, and all - would be more of a shock if he were part of a more typical family, but Grandpa Max’s secret, space adventurer life somehow makes more sense than the idea of him being a regular old guy with a love for all things americana.

 

“Wait, so...your parents are half Anodite? How does that even  _ work _ ?” -Julie asks both Gwen and Ben. “If they’re hybrids, how did they even have  _ you _ ?”

 

Kevin, who’s perusing some kind of holographic pad, is the one to respond. “Apparently, Anodites aren’t so much a species as they are a cosmic phenomenon.” -he says. “Says here they’re only born after an organic with ‘the Spark’ dies. Oh, and they’re  _ immortal _ once they assume their true form.”

 

“How does that answer Julie’s question?” -Ben asks, confused.

 

“No, I think I get it.” -Julie says. “If they’re pure energy, Anodites probably don’t have DNA or anything like that. The only thing your grandma would’ve inherited her kids would be that ‘ _ spark _ ’ thing.”

 

“But then, why don’t they have powers, like I do?” -Gwen asks.

 

“Well, they  _ are  _ still alive.” -Kevin says.

 

Gwen crosses her arms, unimpressed. “So am I, Kevin.”

 

“ _...right _ . Maybe...it skips a generation?”

 

“That can’t be it.  _ I  _ don’t have awesome alien magic powers.” -Ben notes.

 

Julie fondly shakes her head. “We’re getting carried away, here. I think the bigger question here is how you guys know all of this.”

 

Kevin holds up the holo-tablet, which seems to be projected from a physical disk or medallion with a green and black hourglass-like design. “With this. Found it in the Rust Bucket’s glove compartment.”

 

“What? But all he ever had in there were extra ponchos and emergency flares.” -Ben says.

 

“Not anymore, I guess. It’s a sort of... _ codex _ , I suppose. Galactic civilization as Grandpa knew it.” -Gwen says. “He left it behind for Kevin to find just before he went to New York.”

 

Ben frowns. “And the chest?”

 

“This thing works like a key.” -Kevin explains. “We brought it in the house and the chest popped out of his bedroom closet on its own.”

 

“We would’ve opened it, but we were waiting for you.” -Gwen says.

 

“Well, let’s open it, then.” -Ben says.

 

Gwen purses her lips. “Are you sure? Seems kind of like a point-of-no-return situation.”

 

“We already know we’re  _ technically part alien. _ How much worse could whatever’s inside be?”

 

“Good point.” -Kevin says, rising from the sofa. He collapses the hologram, then places the disk on top of the chest.

 

Green light bursts from the disk, and washes over the four teens. It seems like some kind of identification process, judging by the way the light forms a grid over their skin and clothes. After a moment, the hourglass on the medallion blinks twice, and the room falls to darkness.

 

A blink later, Ben finds himself sat in an empty void, except for the chest and the badge. Gwen, Julie, and Kevin have all vanished, along with the house around them - even the chair he’d been using is gone, even though he can still feel it supporting his body. Before he can gasp, or otherwise express his shock, more light emanates from the disk, shaping itself into a very familiar shape.

 

“ _ Hey Ben. _ ” -Max Tennyson says, like he isn’t six feet underground.

 

* * *

 

Ben hesitates. “Grandpa...what is this?”

 

He smirks - that classic,  _ I’ve been around _ kind of smile, which he used to attribute to his love of extended road trips and long-distance friendships, and now knows to be complemented by a freakin’  _ space odyssey _ . “ _ It’s a memory lock. You make an imprint of your mind to act as a guardian for whatever you want to keep secret. Borrowed the tech from some friends of mine _ .”

 

He frowns. “So I’m not actually talking to you.”

 

“ _ Eh, it’s all relative, son. I made this imprint just a few hours before I left for New York. I’m as close to the Max you know as I can be _ .”

 

“Well, the Grandpa I know is  _ gone _ .” -he says, bitter. “And I’d really like to know  _ why _ .”

 

Max gives him an apologetic look. “ _ Well, I’d certainly hope not. Unless something went terribly wrong on the way to New York, I  _ should  _ still be kicking. _ ”

 

To say he’s shocked by this would be a lie. It’s still a punch to the gut, but, much like Gwen pointed out before, this feels like  _ such  _ a Max move. It’s like when he became Kevin’s legal guardian - everything happened in a day, mountains of paperwork included. Grandpa just... _ knew _ a guy. It also makes a ton of sense now, why Gwen’s spell couldn’t find his essence. Max isn’t dead, he’s just off-world.

 

“ _ I know, Ben. I’m sorry. I wish I could have spared you all the pain - those of you who care, anyway - but I might as well be dead to the people of Earth. Regardless of how my current mission goes, I’m not planning on coming back. _ ”

 

Ben shakes his head. “What do you  _ mean _ ?  _ What mission _ ?”

 

Max purses his lips. “ _Ben, I’m part of an interstellar peacekeeping force called the Nova Corps. I’m sure Kevin’s told you the basics by now, but the gist of it is, I found an alien artifact after escaping the Kree - an ancient, powerful object that bonded with me and gave me..._ powers _, abilities beyond those any regular human is capable of. I wielded it, all those years, but...I could never truly master it. The Watch and I were not a perfect match - my genetics were off, if only by a couple markers. Eventually, and after I’d fulfilled my purpose in defense of the galaxy, I broke the bond I had with this artifact, and returned to Earth_ _with the woman who would become your grandmother, Verdona_.”

 

“ _ I thought that was the end of that. But, not long afterwards, another threat loomed in the horizon. Verdona set out to fight it, but I stayed. I couldn’t abandon my children. I’ve ignored this threat ever since, but the Chitauri invasion of New York was a wake-up call. Earth is no longer safe in its anonymity. The powers that be now  _ know  _ the planet and its people are much,  _ much  _ more than the backwater mud ball they once thought of Earth as. _ ”

 

Ben takes this all in. If anything, he’s surprised his Grandpa resisted the call to action for  _ that _ long; he was never one to refuse a request for help. In that sense, they are  _ very much _ related.

 

“How can I help?” -he asks, finally. “I know, I’m just a kid still, but I want to protect the planet, too.”

 

Max smiles. “ _ I know you do. And I knew you’d ask. That’s the grandson I raised. _ ” -he says, proud, but his expression soon turns somber. “ _ Ben, this is not a burden you can take on lightly. If I’d had my way, I would not have revealed any of this to you until you turned twenty-five - the same age I was when I began my own adventure. As it is, we don’t have the luxury of waiting - and though your destiny is, and always will be your own, the Omnitrix was always meant for  _ you _ , and Earth  _ will  _ need for someone to wield it. _ ”

 

Something  _ clicks _ inside him when he hears the word, the name of the fabled Watch. It’s a combination déjà vu and sudden realization, like he’s meeting a soulmate from a past life. Ben has never lacked confidence, but this is on another level - he’s never been more sure of  _ anything  _ in his life: he needs to put on the watch.

 

“ _The_ _Omnitrix_...that’s what’s inside the chest?”

 

Grandpa nods. “ _ Among other things, yes. A warning, Ben: once you decide to open its container, there is  _ no _ going back. My genetic code not being a perfect match for the Omnitrix is what allowed me to break the bond. Once you’re matched up with it, the biometric lock  _ won’t break. Ever. _ This is, quite literally, the responsibility of a lifetime _ .”

 

Ben narrows his eyes. “I’m ready.”

 

Max chuckles. “ _ You really aren’t.  _ Nobody _ could be, not for this. But that’s ok. Nobody’s born a hero. _ ”

 

He vanishes with a wink, then, and color returns to the world. Ben finds himself blinking heavily in order to adjust back to reality, and the others seem to be doing the same.

 

“Well,  _ that _ was trippy as fuck.” -Kevin says, sarcastic, earning him an indignant swat from Gwen.

 

“ _ Okay _ , so it wasn’t just me.” -Julie says, somewhat relieved. “We all just had a chat with a not-so-dead Grandpa Max?”

 

Ben nods. “What’d he tell you guys?”

 

Kevin crosses his arms. “A lot. Not much I’m willing to talk about.” -he says, then sighs. “I  _ can  _ say that we’re gonna need all the help we can get, though. I’m gonna need to make some calls, if we’re going through with this.”

 

“I’m not sure we can.” -Gwen says, pursing her lips. “Nevermind the fact that we’re all still minors, we can’t just up and _leave_ _everything_ _behind_. I’m lucky my parents even let me hang out with you guys, now that Grandpa’s... _away_.”

 

“I don’t think Grandpa’s expecting us to do that, Gwen.” -Ben says. “I think he expects Earth to be attacked by whoever’s behind the aliens on New York, and he wants us to be ready for that.”

 

“Isn’t that what S.H.I.E.L.D. and the Avengers are for? What countries have  _ armies  _ for?” -she argues. Whatever Grandpa told her, it must have her spooked; Gwen is  _ usually  _ the voice of reason, but she’s never  _ this _ reluctant. Not when it comes to helping others.

 

Again, it runs in the family. Even if - like grandma’s alien superpowers, maybe? - it  _ did  _ skip a generation.

 

Julie shakes her head. “You’ve seen the footage, Gwen. They  _ barely _ held them off, and even if that hadn’t been the case? Even  _ Supergirl _ can only be in one place at once. What if the aliens pop out over San Francisco? How long will it take them to get all the way over here?”

 

“Even if the Chitauri never return...this is  _ it _ guys. I know you never dreamed of becoming superheroes, not like I did, but you’ve  _ always _ wanted to use your powers to  _ help _ people. There’s no better time to do it, right? People with superpowers are on national news, now! And it’s not like Iron Man three years ago, or Elastigirl in the nineties, or even Captain America in the forties. It’s not a  _ novelty _ anymore. It’s a  _ responsibility _ , and I don’t think we can afford to put it off for long.”

 

Julie looks starstruck, and the others seem stunned. Ben is rarely this... _ verbose _ , but being a hero has been his dream ever since he met Kevin as a child. Heck  _ yeah _ , he’s passionate about this. And, sure, the fact that this is  _ probably _ the only way he’s ever gonna see Grandpa Max again is not lost on him.

 

“This isn’t gonna be easy, Ben.” -Gwen warns him, though she’s practically convinced already. “We’ll have to keep things secret, at least until we have a handle on things.”

 

“Plus, if this  _ Omnitrix _ of yours is as important as Max said, it’s  _ probably  _ gonna attract some nasty folks.” -Kevin adds. “Might make things... _ unsafe _ for the people you care about.” -he says, glancing at Julie.

 

She crosses her arms. “I can swing a  _ mean _ tennis racket, Levin.” -she says, raising an eyebrow. “But, even if I couldn’t, I trust you guys to keep me safe.”

 

The weight of her trust settles on their shoulders. “We’re really doing this, aren’t we?” -Gwen rhetorically asks. 

 

“Becoming Arcadia’s very own superheroes?  _ Heck _ yeah.” -Ben says.

 

The case opens then, vacuum seals popping with the corresponding hiss. Ben’s gaze immediately falls on a spherical container, which he somehow knows to contain the Omnitrix. There’s other items inside - a few books, a belt or bandolier of some kind with several indentations, some communication devices, and more of the green and black disks -  _ badges _ , something in the back of his mind tells him - but he goes straight for the orb. 

 

As soon as he takes it out of the case, it opens up like an armadillo, revealing the device. The Omnitrix is mostly black, with white and green accents, and glows softly with an inner emerald light. The material it’s made from is metallic, but not like any other he’s ever seen, betraying its obvious alien origins. There are no symbols on the watch, other than the same hourglass design from the badges.

 

Funnily enough, it does not, in fact, seem to be able to tell the time.

 

He only gets a couple of seconds before the watch comes to life, jumps onto his left wrist, and clamps down, sealing his fate as wielder of the Omnitrix.


	2. Siren's Call

**Notes for the Chapter:**

> I'm surprised no one called me out on the gang not living in Bellwood. Arcadia Oaks, California is the setting for this story, a town with a ton more to it than meets the eye which Tales of Arcadia (Trollhunters/Wizards/3below) fans will be familiar with. If you haven't watched these shows, don't worry; I'll explain whatever needs explaining as the plot goes along. If you don't like these shows, well, I did warn y'all about the multicrossover deal. I chose this town for reasons that will become important down the line (and because I've written most of a Trollhunters AU which takes place in this universe), so I hope you stick around that long.
> 
> Without further ado, here's the chapter!

Ben's entire body glows an intense, neon green for a full minute after the Omnitrix wraps around his wrist. It doesn't hurt, merely causing his skin to tingle a little, but he  _does_  make the wooden floor under his feet smolder, so he rushes out to the backyard, his clothes starting to smoke.

The glow subsides as soon as the others catch up to him. Ben stares at the object on his wrist, which seems to be processing something, judging by the way its faceplate keeps spinning around. He tugs at the skin around it, finding that the watch has indeed  _fused_  with his body. It doesn't hurt, either, but knowing that he'll likely never see that wrist again is  _kinda_ sobering.

"Well?" -Julie asks. "Do you feel any different?"

"No." -Ben says. He closes his eyes, trying to feel for any changes aside from the small, added weight on his left arm. "Not really."

Gwen pulls his arm towards her, examining the watch closely. "So...what does it  _do_ , exactly?"

"It gives me alien superpowers, apparently."

"Doesn't look like much." -Kevin notes. "How's it work?"

"Yeah, what alien powers does it give you? Can it give you magic like mine?" -Gwen asks.

Ben winces. "I...have no idea.  _Probably_  should've asked Grandpa."

"Well, it  _does_  have some buttons on it." Julie says. "Press them, see what happens."

Ben does. The Omnitrix chirps in response, but nothing really happens. In the back of his mind, Ben knows it's working as intended - he can't quite figure out  _why_  he knows though, and  _that's_  cause enough for concern.

Kevin rolls his eyes. " _Great_. Watch's busted."

"I don't think so." -Julie says. "I think it might be... _updating_."

"What do you mean?" -Gwen asks.

"Well, your grandfather wore this for the last time...what, thirty-five years ago? Maybe whoever made this thing pushed some updates over the last couple of decades." -Julie reasons.

Kevin rolls his eyes. "It's not an  _iPhone_."

"Well,  _no_ , but it's still a piece of technology, with it's corresponding hardware and software."

Ben shrugs. "Even if that wasn't it, I'm not like Grandpa. Physically  _or_ mentally. It's probably just adjusting to me."

Before Gwen or Kevin can argue otherwise, the watch face stops spinning, making a  _bloop-bloop_  noise that Ben, again,  _somehow_  knows means 'ready'. He taps the button under the faceplate, and the latter suddenly springs up, the hourglass design changing into a rhombus within which a black, humanoid shape forms, complete with tiny, surrounding alien text that he can  _somehow read_. The watch beeps constantly, insistently, as if it can't  _wait_ for Ben to use it.

"Any of you guys know what a Pyronite is?"

The other three teens all shake their heads, fascinated. Ben takes a deep breath. "Well, I guess we're about to find out."

He's about to slam down his palm on the watch to activate the process -  _and_   _why does he know to do this, what the_ hell - when Julie stops him. "Wait!" -she says. "Are you  _absolutely_ sure you wanna do this? None of us will judge you if you back out."

" _I_ will." -Kevin says, smug, which earns him an elbow to the ribs from Gwen.

Ben smirks. "It's ok, guys. I'm not really sure  _why_ , but I  _know_ this. The Omnitrix is... _familiar_ , somehow. Grandpa said it was always meant for me. No idea why that's the case, but it definitely feels like he was telling the truth."

Gwen purses her lips. "Alright, just...be  _careful_. Grandpa's funeral was  _rough_ , and  _he's_ still alive out there. Don't make me bury my best friend."

Kevin nods, rarely seen seriousness permeating his expression. "Or my brother."

"Or my lover." -Julie says. When she sees Gwen's scandalized expression, she giggles. "What? It  _rhymed_ , Gwen, don't worry about it."

Ben smiles at the broken tension. "I know I don't say this enough, but...I love you guys. If I don't make it...well, I'd say ' _tell my parents I love them_ ', but I don't think they'd buy it. Find Grandpa, and tell  _him_ instead."

He closes his eyes, raises his hand, and, as he slams his palm down on the artifact on his wrist, says, "It's  _hero_ time."

* * *

All that Gwen, Julie, and Kevin can see of the process is a blinding flash of neon green light, as Ben's entire being is rearranged to match the physical profile of a Pyronite, but to the rest of the galaxy, and perhaps even beyond, the Omnitrix's first activation in decades is a short-lived but utterly  _massive_  beacon, a siren's call that none can ignore.

The Bounty Hunters' Guild on Knowhere immediately whips up into a frenzy, mercenaries and cutthroats of all shapes and sizes  _rushing_  to claim the long-standing mark on whoever has become the watch's bearer; the Kree fleet blockading Earth rushes to report the event to the leadership at Hala; SWORD's orbital command center,  _Ascalon_ , comes to renewed life as they struggle to make sense of the Omnitrix's signal; and of course, the massive dreadnought  _Chimaera_ , half buried into the scar it left upon the martian moon of Phobos' surface, begins to dig itself out of its decades old grave, immediately sending out a probe to pinpoint the location of the fabled watch for its dark master.

* * *

The change only lasts a second, but Ben's mind still experiences flashes of another creature's lifetime.

He sees others like him -  _them_ , Ben realizes, feels more appropriate to describe the genderless Pyronite - people he instinctively knows to be the alien's family. The creature he's becoming is small, then, and those around them tower over their short stature. Their bodies glow green, a familiar temperature, tapering off to to the cyan of their eternally blazing fringes. Then the alien grows, and the creatures around them change; they're no longer surrounded by the comfort of a home, and the mass of people around them reflect the change. None of the aliens around the Pyronite seem to glow at all, core temperatures too low to register as anything more than a purple-black void. The last thing Ben sees of the past is a fight - their hands streaming white torrents of flame, lighting similarly dark figures ablaze. They glow only for a moment, which Ben knows won't last long. Soon, all that'll be left is a cold, empty void in space, in the shape of those they've burned.

As soon as the hallucinations - memories? - end, Ben opens their eyes to fire, smoke, and a couple extra feet in height. Everything around them is the wrong color; the grass that should be green is nearly black, and their friends are various shades of dark blue and purple. They look down to see that the Omnitrix itself has disappeared, but the symbol on its faceplate has become an emblem on their chest. Their body is igneous rock, appearing bright green to their alien eyes, white cracks all over their body betraying their inner power. Their hands have four digits, while their feet have only two.

"What's with the name?" -the taller person asks.  _Kevin_. They  _know_  this,  _come on_. They may have just turned into an extraterrestrial lifeform, they may be setting the ground beneath their feet on fire - hell, he may not even be a  _he_ anymore, but they're still Benjamin Kirby Tennyson.

"The name?" -they ask. The Omnitrix pulses softly with his words -  _alien_  words, instantly translated to english. He sounds kind of like a grizzled action hero, which he's definitely ok with.

"Yeah, you shouted ' _Heatblast!_ ' when you finished transforming." -Kevin says, raising an eyebrow. "Real hero-like, too."

"Oh. That's just my... _our_? This alien's name." -they say. Ben's  _pretty_ sure that the Pyronite in the flashbacks wasn't called  _Heatblast_ , but the being they've turned into definitely is. It just... _feels_  right.

Gwen frowns. "What do you mean,  _our_?"

"It's hard to explain. It's like they're... _in here_ , somewhere." -they say, tapping the side of their head. "Whoever this body was based on, maybe."

Kevin raised an eyebrow. "So what, you've got an alien hitching a ride on your brain?"

Ben shakes their head. "No, that's not how it works. I think...I think if I'd turned into a Pyronite without this weird... _connection_ , I'd have to relearn  _everything_. Walking, talking,  _fighting_. Whatever my body is capable of, now."

"And? What  _can_ you do?" -Julie asks.

Ben hums. "Well I think I see in temperature, for one."

Their girlfriend tilts her head. "Come again?"

"Yeah, like those thermal vision cameras, or goggles." -they say, then gesture toward the others. "You guys look dark, like you're really cold. My hands look green-ish. So did the other Pyronites I saw in this guy's life's highlight reel."

Gwen crosses her arms. " _Huh_. That's a really useful power. I bet you can see people who're camouflaged, or even invisible."

Ben gasps, excited. "Like the Predator!?"

The redhead rolls her eyes. "... _sure_. I guess."

"That's neat and all, but I don't think it's gonna help you actually beat up the bad guys." -Kevin notes.

"Don't worry, I've got something for them." -they say. They pool a bright, white-hot ball of plasma between their hands. "Like  _this_!" -they say, and throw the ball straight up at the sky. The glob flies much too far and fast for the alien not to have  _some_ kind of superior strength, and then bursts into wild flame, almost instantly dispersed through the air. They then blast a stream of plasma from their palms, a shorter ranged flamethrowing attack that sounds like a raging furnace, and has the others backing up to avoid the worst of its convective heat.

Julie grins. Beads of sweat have popped up all over her forehead, as well as Gwen and Kevin's. "This is so cool!" -she says. Ben winks at her. Heatblast can't blush, but their flames do seem to burn a bit brighter for a second.

"I'll admit it: that's impressive, Tennyson." -Kevin nods. "Should probably turn it off though, before you set the forest on fire."

Heatblast hesitates, looking at the smolders beneath their feet. It's slow going, thankfully, because the plant life around them is still green from spring and summer, but they're not getting any less hot. "Uh...I don't...I don't know  _how_ , exactly."

The first few flames start flickering beneath Ben. " _Oh god, that's not good!_ " -they panic a bit. "Quick, put me out!"

Julie bolts for the nearby hose, and blasts Ben with extreme prejudice. The water immediately evaporates though, even before touching Heatblast's rocky exterior. Ben's expecting it to hurt, but they can't even  _feel_  it, and their fiery corona isn't diminished at all. The grass stops burning, at least.

" _Jesus_ , what the  _hell_?" -Julie mutters. "Oh, I know! The lake!"

The lake is more of a glorified pond, but it's only a half mile away or so. It's secluded, too, but that's less of a priority right now, admittedly. The four of them start running, Ben's naturally longer legs granting them an instant lead. It only takes Heatblast about half a minute to get to the lake, into which he immediately cannonballs, leaping several dozen feet in a single bound.

The water hisses explosively upon contact, sending a sizable column of superheated vapor spraying away. Ben sinks all the way to the bottom; their body is heavy, owing to its dense mineral composition. Ben's at least thankful that they don't seem to be drowning or suffocating, but the flames don't seem to be going out at all. A sphere of magenta energy encircles them, trapping them with instantly boiling water. They're pulled out of the lake by Gwen, who's floating above the surface, and deposited on the shore. It's hardly a solution, since the sand and rocks are already starting to melt.

"Thanks."

Gwen shrugs. "I did it for the poor, boiling fishes."

" _Okay_ …well, we're in panic mode." -Ben admits. "We need to figure  _something_ out fast, or I'll have to move to the nearest volcano."

Kevin and Julie catch up to them, looking winded. The older teen has the Omnitrix-themed badge, and quickly brings up the holographic data. "I think there might be a way to get you back to normal, Ben."

"You're not gonna like it." -Julie warns. " _Kevin_  might, though."

Ben kicks at the liquid glass and actual, literal  _lava_ under their feet. "I don't care! Do it!"

Kevin shrugs. "I mean, if you  _insist_." -he says, then absorbs the alien metal from the badge, and charges. Before Ben can even begin to figure out what the hell Kevin is doing, the Enhanced decks them, his fist connecting with their chin and sending them sprawling with a groan. Kevin doesn't just become whatever material he touches; his strength and durability adjust accordingly, so the hit  _definitely_ stings. Ben thinks it might've even cracked their rocky jaw.

" _Kevin_!" -Gwen cries, landing protectively beside Heatblast. "What gives!?"

Kevin smirks, even though he shakes his hand in pain. Just the minor contact heated the metal up enough to glow a little. "Max's notes warned that the powers might wear out if Ben takes enough damage. Figured I'd punch some humanity back into him."

"That's a  _terrible_  solution." -Gwen chides. "There must be another way."

"I mean, I was just skimming on the way here, so  _probably_." -he admits. "But will it be as funny?"

Julie rolls her eyes. "Let me check that badge again."

Ben rises while Julie mutters her way through what looks like gigabytes of entries. " _Damn_. That was weirdly impressive."

Kevin crosses his arms. "Thanks." -he says, drily.

"Not  _you_. Well,  _yes_ , your powers are never not awesome, but I meant  _me_  this time. That kind of hit can punch right through walls, right? And don't get me wrong, it  _hurt_ , but I feel fine."

Kevin seems to agree. "Not that I was going for the kill, there, but you're not wrong. It's a good alien, this one."

Ben grumbles. "Yeah, well. Good in a fight, I'm sure, but  _terribly_ inconvenient in, like, human society. Everything's so... _flammable_."

"No joke."

Julie pipes up. "I think I've got it!"

Heatblast turns to see their comparatively tiny girlfriend approaching. Julie is already kinda short, so the Pyronite's seven-feet-and-change height seems gargantuan. "Don't get too close." -Ben warns. "Just the hot air around me could burn you."

Julie winks. "Honor student, remember? I've got a decent understanding of thermodynamics." -she says, then turns to Gwen. "Got a spell that'll protect my skin?"

"I think so." -Gwen nods, then starts chanting in an unrecognizable tongue. Julie's skin turns blue, her hair turns white, and scars like runes pop up all over her body. "Essence of Frost Giant." -Gwen says. "Coldest magical creature there is. I  _think_."

Julie reaches Ben, and confidently reaches for their right hand. The touch hisses like a teapot, but neither of them seem to be in any discomfort. Julie guides their hand to the Omnitrix's symbol on their chest, then takes two of their fingers and traces the hourglass symbol like one might draw infinity. The design immediately turns red and starts flashing, accompanied by a sound similar to an alarm.

It takes about five seconds, but Heatblast's form finally becomes crimson energy, and shrinks back into regular, human Ben with a similarly scarlet flash of light. There's no odd memories or feelings this time; just the knowledge that everything's back to normal, human baseline.

Ben blinks, then yelps as he steps away from the heated ground Heatblast just stood on. Gwen easily removes the enchantment from Julie, who helps steady Ben.

"You alright?" -his girlfriend asks.

"I'm good." -he reassures her. "How'd you know to do that?"

"I'm a quick study." -she winks. "No, really, it's the same way you turn the Plumbers' Badge on and off." -she says, holding up the insignia. "I just figured the Omnitrix came first, and whoever made these was inspired by the watch."

Ben raises an eyebrow. "Plumbers' Badge? Is that what it's called?"

"That was the name of Max's unit within the Nova Corps." -Kevin interjects. "The Plumbers. I can't imagine why they'd choose that name." -he says, voice dripping with sarcasm.

No one really wants the conversation to turn scatological, so they offer no comment. Ben examines the watch, whose faceplate has turned red. " _Huh_." -he says, tapping the various buttons to no effect. "Guess it needs to recharge."

"Well,  _that's_  just inconvenient." -Gwen says, raising an eyebrow. "What if you switch back to human in the middle of a fight?"

Ben shrugs. It  _is_  a bit worrying to think about, but he figures he'll just have to quickly win. "It's not like I'll be fighting alone; you guys will be with me! I'll be fine."

"But what if we can't be?" -Gwen asks, worried. "You know how strict my curfews are, and Kevin lives really far from you."

"I live just a couple blocks away." -Julie points out.

Gwen purses her lips. "No offense, Julie, but I don't think you should be anywhere near the action, whatever that may be."

Julie crosses her arms. "Don't  _patronize_  me. I know I don't have powers, but it's not like you guys are the  _Avengers_ , either. We're  _teenagers_. Powers or no, we  _probably_  shouldn't be thinking of fighting crime, or alien invaders. But we're gonna do it anyway, because the  _vast_  majority of people won't even bother."

"It's her choice." -Ben tells Gwen. "Believe me, I'm not  _super_  excited about the idea either, but getting in her way is only gonna make her angry. Julie doesn't stop."

" _Fine_. I'm sorry, Julie." -Gwen sighs. "It's still a bad idea, but...as long as you're aware, I guess."

Julie shrugs. "It's alright. We're all in this together, right?"

"Sure thing, Troy Bolton." -Kevin says, teasing.

" _Har-har_." -she says, then turns to Ben. "Anyway, how long do you think it'll take for the Omnitrix to recharge?"

Ben shakes his head. "No clue. I  _really_ should've asked Grandpa to explain how this thing works."

"Oh, don't sell yourself short. You've managed to turn into an entirely different life form! That's no small feat." -Gwen says.

Ben sits on a nearby boulder as thunder strikes in the distance.  _Odd_ , since the afternoon sky is perfectly clear. "Maybe, but...well, I honestly just did what felt right. Grandpa said I was 'destined' to wear the Omnitrix; I don't know if that's what he meant, but it definitely felt... _familiar_ , somehow. Like I'd done it before."

Gwen hums. "Maybe you used it in a past life." -she teases.

" _Heh_ , maybe. Though I feel like reincarnation might be a little  _too_ out there, even for us."

Kevin hisses. " _Oof_. That's a jinx, buddy."

" _Hostile technology detected_." -the badge in Julie's hands pipes up. They all look at it, four pairs of eyes widening in dread. They don't even get the chance to wonder what the Plumber Badge might've detected, as an enormous, tripedal robot breaks free of the treeline and bears down on the quartet.

"Oh, Kevin." -Gwen says, though it's far from his fault, "I wish you hadn't said that."

The machine is maybe forty feet tall, and vaguely resembles a red and maroon humanoid mantis. It has two clawed arms equipped with cannons of some type, two bright insectoid eyes, and three long, slender legs that provide it with eerily silent motion. The robot stops about a hundred feet away, and its crimson eyes light up, bathing them and most of the surrounding area in scarlet.

"Uh...maybe it won't see us if we don't move?" -Ben meekly suggests.

The towering machine buzzes loudly, and extends its arm, shooting them all with a red beam that washes over one of Gwen's hastily erected dome shields. Ben's heart pounds in his chest, and adrenaline kicks in. It feels like slow motion, seeing Julie quickly hand Kevin the Plumber Badge so he can absorb its material, Gwen wincing as she tries to hold the shield together, and his own hand frantically tapping on the Omnitrix's buttons. The fabled watch remains, sadly, unresponsive.

The beam ends, and the drone spends the next few seconds analyzing the situation. Gwen turns the shield into tendrils, which she uses to lash out at the robot's chest - it flinches a little, but the plating is barely dented by an attack Ben's seen pancaking rusted out cars. Kevin roars, charging in full on berserker mode.

That's what he calls it, anyway.

Julie and Ben book it for cover, a taller boulder than the one Ben had sat on. Julie looks scared, but determined. She glances at the Omnitrix as Kevin collides with the robot's right leg, which does bend under the stress. "That thing must've detected the Omnitrix." -she posits. "I can't believe it snuck up on us."

"How do we take it down?"

"I don't think we can." -she says, watching Kevin get swatted away, and Gwen struggle to hold back the drone from charging at the two of them. "We'll just need to hold out and hope the Omnitrix recharges."

Gwen provides a series of platforms for Kevin, who uses them to leap at the robot's head. Unfortunately for him, the extra effort on Gwen's part liberates one of the drone's arms, and it bats the Enhanced teen out of the air before it can make contact. Kevin lands with a heavy thud, and doesn't move afterwards. Gwen tries to fly toward him, but the robot shoots at her, and though she manages to shield herself from the worst of it, the beam singes her shoulder and downs her, too.

Fortunately for the older teens, the robot has no real interest in them, so it doesn't bother finishing them off. Unfortunately, it  _does_  want Ben, and takes aim at him and Julie. Ben hopes against hope that the Omnitrix will suddenly turn green.

It does not.

With a roar, and holding her shoulder, Gwen blasts the drone with a beam of solid magenta energy. It carves through its raised arm and part of its chest, throwing off the shot. Ben still feels the rush of painful, hot air, and the smell of ozone.

The robot must have  _some_  kind of AI, because it takes the time to aim its remaining cannon at Gwen. The resulting beam clashes against another dome, but Ben can tell from its size that Gwen is already exhausted. Julie surprises the heck out of him with a peck on the cheek. "Love ya." -she exhales, then bolts for a stray piece of debris, and throws it at the robot with all her might.

The small stone pings off the robot's hind leg, which makes it stop the attack. It rumbles with electronic sound and charges at Julie; Ben is ready to take his cue and do the same thing, but just then, the Omnitrix beeps at him.

Ben doesn't even think about it; he pops up the faceplate and slams it back down. There's a merciful lack of memories or flashes during the resulting transformation, and Ben doesn't even stop to wonder what the heck he's become. All he knows is that he's charging - heavy, thundering footsteps and the sound of broken glass accompanying his desperate run. He crashes into the robot's leg just as it's about to smash Julie, who's prone to the ground, the tackle so powerful that the robot actually topples over, massive legs struggling to make sense of its new, horizontal situation.

Diamondhead roars and slams down its cyan, crystalline arms down on the drone's chassis, sparks and metal flying. He tears into the robot with ease, razor-sharp flesh rendering the armored plates useless. He doesn't notice that the moribund machine has lined up a shot, but it doesn't even matter; the red beam refracts into harmless light and dissipating heat upon contact with Diamondhead's inorganic flesh. He's still annoyed, though, and his body responds in turn; his hand turns into a multitude of sharp points, which shoot towards the cannon like bullets, tearing the weapon to pieces.

The confused robot tries to rise, but Ben is way past allowing a fair fight. He reaches for his back, finding a massive spike growing out behind his shoulder, and yanks it free. It immediately regrows, not that he cares, as he leaps up into the air, and stabs its length into the robot's head. Its desperate movements cease, immediately.

Diamondhead stands over the oily carcass, not the least bit winded. He surveys the scene, and finds, to his relief, the three teens slowly walking up to him. Kevin looks none the worse for wear, while Gwen still clutches her injured shoulder, which glows the same color as her magic, for some reason. Julie's pristine white clothes are dirty, and her arms and legs bear scrapes and scratches, but she's otherwise fine.

"Goddamn." -she breathes, smirking like a maniac. Ben  _hopes_  it's the hysterics of near-death, and not the joy of a thrill-seeker. You never know, with his friends. "I think I like Diamondhead better than Heatblast."

**Notes for the Chapter:**

> I hope I conveyed an accurate mix of "How the heck does this alien superweapon work" and "Oh crap, we may have bitten off a bit more than we can chew." Also, I hate-hate-hate the entire plotline of the magitech sword, Ascalon, so instead of dealing with that, I gave it a nod as SWORD's base of operations. Sorry if you like it, but I think it's one of the absolute worst ideas in Alien Force, and the greater Ben 10 canon.
> 
> Also, here! Have some "lore" entries! This is how the idea for this story even got started, so I hope you enjoy! They're a mix of headcanons and existing canon, which is a fair assessment of most fics I write.
> 
> Heatblast:
> 
> The Omnitrix's sample of a Pyronite, from the planet Pyros. Heatblast is a powerful pyrokinetic alien, whose body is composed of igneous minerals, eternally set ablaze. They can shape the plasma that continually emanates from their body, projecting it in the form of tight beams, cones of flame, firebolts, etc. They can also absorb all forms of heat, and propel themself fast enough to enable a facsimile of flight. Their flames may be temporarily diminished by water or a similar dousing substance, but they can't willingly turn them off, which may be damaging to whatever they touch.
> 
> Diamondhead:
> 
> The Omnitrix's sample of a Petrosapien, from the planet Petropia. Diamondhead is indestructible; as an inorganic life form, his "flesh" is composed of a crystalline material that is impervious to all known forms of conventional damage. He can also regenerate any part of himself, a function that extends to actually creating constructs that can be separated from his body, such as spikes and maces - though the constructs lose their indestructible quality as soon as they're separated from his body. Diamondhead is very heavy, and thus not very agile. He can also be very sharp, which may be harmful to the people around him. Petrosapiens are an extinct race, making Diamondhead the last of his kind.


	3. Humor and Deflection

**Notes for the Chapter:**

> Content warning on this one for teenagers talking in a non-detailed manner about underaged sexual situations. Also, talk of having a tiny Youtube let's play channel, if that somehow bothers you.

It’s been a week, and absolutely  _ no one _ in town seems to have noticed that Arcadia was host to a hostile alien visitor.

 

Ben isn’t  _ really  _ surprised; the town may not be physically small, but it’s definitely on the  _ sparse _ side when it comes to population - just over two thousand, by the last census. On top of that, not many people visit, and those that  _ do _ never seem to wanna stay. Some of the older, more  _ superstitious _ residents claim that Arcadia is built on some kind of ‘ _ cursed ground _ ’, but Ben’s pretty sure the town is just... _ boring _ . Arcadia’s biggest claim to fame is being the hometown of U.S. Congresswoman Sandra Tennyson - Ben’s near-absentee mother - who spends most of the year in D.C., anyway. The coolest thing in town is  _ probably _ his boss’s totally  _ sick _ , custom-painted ‘ _ El Güerito _ ’ burrito truck, and  _ that _ is a fairly recent addition.

 

Still, he watches the local news like a hawk, and, because Arcadia isn’t cool enough to have its own local Reddit board, lurks around the town’s ancient, could-pass-for-a-Geocities-page web forum. All he finds is the usual TV hosts, bored out of their minds and desperately wishing for a transfer to a more exciting city, and a few old conspiracy theories about the so-called ‘cryptid sightings’ of 2009, respectively.

 

So, nothing relevant on the alien activity front.

 

Only one person asks about the Omnitrix, and it isn’t even his father - coincidentally, it’s his boss at Mr. Smoothy, local fast food and electronics shop entrepreneur, Mr. Stuart. His dad’s so busy managing his mom’s reelection campaign that he fails to even notice Ben staying out later than usual - he and Kevin have taken it upon themselves to scrap the massive robot for parts, to be taken to Max’s junkyard, which  _ just _ so happens to  _ also _ be an ideally isolated place to transform into and train with both Heatblast and Diamondhead. He’s got a pretty good handle on them already - what with the weird genetic memory deal the Watch’s got going on and Kevin’s experience as an Enhanced - and he’s itching to try out the other eight available species on the watch, but Gwen’s reasoning - that he should at least  _ try _ to master each alien’s power set before blindly moving on to the next - is, as always, sound. He knows he got  _ real  _ damn lucky when he blindly picked Diamondhead to take on the drone. 

 

Aside from his new afternoon activities, Ben continues summer on as he did before. He wakes up early, eats the most unhealthy breakfast possible, and gets to job  _ numero uno _ . Not that anyone but Julie, Gwen, Max, and Kevin knows, but Ben has a positively  _ tiny _ Youtube gaming channel he posts ‘let’s play’ type videos to - a way to both pass the time doing what he loves, and take full advantage of the  _ ridiculously _ expensive gaming setup his mother tried to bribe his affection with last christmas. He’s got like two hundred subscribers, and just over ten thousand views.  _ Nothing _ compared to even the smallest of more well-known channels, but he doesn’t really care; just imagining two hundred people at once, watching and enjoying the content he produces, is more than enough to keep him happy.

 

He records the gameplay and voice-over in the morning, and edits it at night, leaving it uploading overnight on the town’s _criminally_ _slow_ Internet connection. And, after the former is done, he dons the garish-yet-charming white, green, and pink uniform, and goes to work at Mr. Smoothy.

 

“I swear I’ve seen that before.” -Mr. Stuart says to him suspiciously midway through his shift, sat on the bar, sipping on a mango and tamarind smoothie. Ben’s boss is a pretty cool guy, a forty-something-year-old mexican man with a  _ mysteriously flawless  _ cockney accent. He’s a quirky man, usually found wearing his trademark red robe and sweats, white t-shirt and frog slippers. He’s a great boss, too, in that he never really  _ bosses _ Ben around, and only comes around every few hours to chat - just like this, though it’s usually about videogames - and keep Ben from getting too bored by the naturally slow days a business in Arcadia can and should expect. Max drilled a great work ethic into Ben, too, so he’s never had a problem at all with Mr. Stuart.

 

“You must go on some pretty dang sketchy websites, boss.” -Ben coolly says, cleaning the previously used blender. He’s hardly worried about him figuring out what the Omnitrix really is, considering Stuart is, well, just a human. “I ordered this thing online, on a dare from Kevin. Now I can’t seem to get it off, and it doesn’t even tell the time.”

 

The older man runs an adorably chubby hand over his stubble-covered chin.  “Well, you’re not  _ wrong _ . Half the fun of surfing the Web is ending up on weird conspiracy websites that play trippy MIDI files as soon as they load.”

 

“You’d know better than me.” -Ben says, shaking his head fondly. “I mostly live on Youtube and Twitter.”

 

“Ah, I forget.  _ Millennial _ .” -he says, almost like a curse. It’s a joke, of course. Stuart’s never been one to lament ‘the negative influence of the Internet on today’s youth’, or whatever the heck old people usually complain about. If anything, his boss wishes he were better at following online trends. “So if it doesn’t tell the time, what  _ does _ it do?” -he finally asks.

 

Ben shrugs. “Besides looking cool? I dunno. Honestly, it’s probably just... _ busted _ . Dead on arrival.”

 

Stuart squints, examining the Omnitrix closely. “It  _ does  _ look cool.” -he allows. “But I can’t shake the feeling…”

 

“...that you’ve seen it before? Yeah, I get that. Maybe you saw it in an infomercial or something?”

 

“Somewhere in between my trademark Hot Cheetos induced midnight food comas? Hah! I wouldn’t be surprised.” -he says, amused. “In any case, kudos on the piece, I suppose.”

 

“Thanks.”

 

Mr. Stuart winks at him. “Now, I’d advise you to look at your wrist, but since your watch doesn’t  _ actually  _ work...I  _ do _ believe you’re late for Miss Yamamoto’s  _ fútbol _ game.”

 

Ben raises his eyebrows in surprise, looking at the wall clock. It’s barely midday, which means he’s still got a couple hours left on his half-day shift, but - and he  _ totally  _ forgot with all the excitement brought on by the Omnitrix - he  _ did _ ask Mr. Stuart for permission to leave early today, a couple days before Max’s ‘death’. Julie’s been playing on a regional soccer tournament all summer long, and today are the semifinals.

 

“Oh,  _ crud _ .” -Ben says. He  _ definitely _ promised to go, though considering Julie didn’t remind him at all, he’s reasonably sure  _ she  _ forgot, too.

 

“Crud indeed.” -Stuart says, sagely. “Go on, then, be a supportive boyfriend.”

 

Ben purses his lips. “Are you sure, Mr. Stuart? I can stay, if you need me to.”

 

Stuart rolls his eyes, then takes the ridiculous, oversized smoothie mascot-shaped hat off his head. “Don’t you worry, I’ll man the fort. Might as well work a bit for the merchandise I keep mooching off, yeah?” -he says, slurping down the last of his smoothie and awkwardly placing the hat on the massive brown  _ floof _ that is his hair.

 

The teen smirks. “Thanks, boss. I owe you one.” -he says, taking off his apron. “See you tomorrow!”

 

* * *

 

Julie’s  _ hell _ as a defense player.

 

For all her normal sweet, good-natured demeanor, she  _ kinda _ turns into a human version of the tasmanian devil when she plays. She’ll shove, slide, and kick with the best of them. Ben won’t ever pretend to know much about the game’s more  _ tactical _ side - he does enjoy soccer, but baseball’s more his style, because it’s  _ Grandpa’s  _ style - but he can tell Julie’s talent goes above and beyond what one might reasonably expect from the roster of the  _ illustrious  _ Arcadia Oaks Moles.

 

Lame mascot, sure, but at least they’re not, like, the _Spartans_ , or the _Vikings_ , or something. Ben’s pretty sure there are several _billion_ schools in America with those mascots.

 

In any case, he’s got lots of stuff to cheer her on about. Even though he arrives twenty minutes into the first half, he gets to watch Julie  _ demolish _ the other team’s attackers when they dare get close to the Moles’ goal. There’s obviously less fear on her face, but the expression of absolute competitiveness and determination matches that which she wore last week, staring back at a forty foot tall killer robot from  _ space _ . If  _ that _ doesn’t tell you how passionate she is about winning, nothing will. Even with tennis and swimming, the two other sports her parents  _ heavily compel  _ \- read,  _ force _ \- her to keep practicing, her competitive streak tends to show, eventually.

 

The game ends up going into overtime, and it’s  _ really  _ only down to luck that the Moles eventually score the one goal in the match. Ben kind of expects Julie to go on and celebrate the win with her teammates, but she pretty much rushes to him as soon as the last whistle is blown.

 

“Hey! You remembered!” -she says, hugging him without a care, despite the fact that she’s caked in sweat and dirt.

 

He chuckles. “I’d love to claim I did, but uh... _ no _ , not really. Mr. Stuart reminded me just in time to get here, though.”

 

She doesn’t seem all that surprised. “Oh! Well, I’ll be sure to swing by the smoothie store and thank him with my patronage, then.” -she says, winking. “Honestly, no worries, I  _ totally  _ forgot as well.” -she confesses. “It’s been a, uh... _ busy week _ .”

 

She gives him a pointed look, which Ben kinda feels is unnecessary. True, he’s not exactly looking to out himself as a superhero-in-progress, but it’s not like anyone’s really paying attention to them. “True.” -he settles for. 

 

“Have you...y’know, tried anyone else?” -she asks, surreptitiously. 

 

Ben chuckles. “That sounds  _ wrong _ , somehow. But no, not yet.”

 

“Following Gwen’s advice over mine, are you?” -she says, mock offended. “I see how it is, Tennyson.”

 

“Well, I’m  _ sorry _ , but Gwen seemed like the more sensible person at the time. I seem to recall you excitedly asking me to ‘show me all the other hot aliens you’re hiding’.” -he teases. “Gotta say, I wouldn’t have pegged you for a xeno...xeno…” -he trails off. “What’s the word?”

 

Julie blushes. “ _ Xenophiliac _ . And  _ shush _ , you.”

 

Ben cackles. “I  _ almost _ called you a Xenomorph.”

 

She crosses her arms and pouts a little. “It’s not  _ my  _ fault that aliens are so cool. Even the acid blooded, perfect killing machine ones.”

 

“Oh,  _ especially  _ those.” -Ben says. “Shame they’re imaginary, really.”

 

“You don’t  _ know _ that. Maybe Sir Ridley Scott is a secret space adventurer, too. Drew inspiration from harrowing life experience out there.”

 

Ben snorts. “I’ll ask Grandpa if we should beware Facehuggers anytime soon.”

 

Julie shrugs. “I dunno, I think they’re kinda cute. Minus the whole...face hugging,  _ forcible egg implanting _ thing, of course.”

 

Julie’s dad, second generation japanese-american Ken Yamamoto, walks up to them from behind his daughter, his wife Mara not far behind. “Extolling the virtues of hostile alien life forms, are we Jules?” -he asks, teasing, ruffling Julie’s hair. It kinda backfires and sends sweat flying everywhere, but the gesture is genuine.

 

Mr. Yamamoto - Ken, he insists - is a horror movie enthusiast, much to his wife’s chagrin. She prefers what Ben can only describe as ‘cancer dramas’. “That’s what happens when you have her watch those awful  _ bloodbaths _ you call ‘movies’  from age seven.”

 

“Builds character!” -Ken says, winking at Ben. “It’s good to see you, Ben. You’re looking well.”

 

Ben nods. Ken’s tone has a hint of pity in it - makes sense, considering the last time Julie’s folks’ saw him was at Grandpa’s funeral. “Y’know, it’s good to go out, keep active. Helps that I got to see Julie kick butt, of course.”

 

Julie crosses her arms. “ _ Meh _ . Could’ve gone better. We’re not exactly doing great on the offensive and the moment we come across a more defensive team, it’s gonna bite us in the ass.”

 

“ _ Language _ , dear.” -her mother reflexively remarks. “But I suppose you’re not wrong. You can’t be expected to carry the team to victory  _ every  _ time. Especially if they keep holding you back in the defense.”

 

Mrs. Yamamoto is the fiercely proud, ‘think about your future curriculum’ soccer mom type. Ken is more of an ‘experience all the things while you can, living vicariously through you’ kind of father. Together, they make the perfect storm of overbearing parents, though they’re way less intense about it now. Julie still rolls her eyes. She’s got an ego, sure, but her mom’s on another level. Even if she  _ did  _ want to play as a mid or offense, her style of play is rough and tumble, and lacks the  _ finesse _ needed to make important plays happen. Mrs. Yamamoto doesn’t really get the difference, and she’s never been inclined to figure it out.

 

“So, I assume you’re not going out to celebrate with the team?” -Ken asks his daughter, immediately derailing any chance of an argument.

 

“Nah. I’m kind of exhausted. Plus, I’m starving, and the girls take  _ forever _ to order.” -she says. “Why? What’d you have in mind?”

 

“Well, your mother and I need to be at the courthouse by five, but we thought we could treat you guys to lunch.”

 

Julie lights up. “Yeah, for sure.” -she says, then looks cautiously at Ben. “ _ Hey _ . Are you up for it?”

 

Ben’s not too surprised that she can play along with the ‘Ben in mourning’ plotline so easily; she’s a consummate liar when it comes to her parents. Gwen’s even better at it, but she  _ barely _ talks in her own household. “Have I  _ ever  _ turned down free food? It’s like you don’t even know me at  _ all _ .”

 

Ken heartily laughs and Mrs. Yamamoto has this sort of amused, ‘ _ my pantry can confirm _ ’ look on her face. “It’s settled then!”

 

They’re by the family minivan, talking about what they’re gonna get at Giannino’s, when Ben gets the feeling that they’re being watched; he turns towards the stadium, and sees the dispersing crowd. Several familiar faces from school and around town walk by, but none of them are watching him. Eventually, he spots her: a tall, blonde woman in a heavy looking coat, staring straight at him - well, not  _ him _ , but the Omnitrix. Her eyes are narrowed, and she looks  _ displeased _ .

 

“Ben? Everything alright?” -Ken asks him, holding the door open for him.

 

Ben turns back to the crowd, only to see that the woman has vanished. “Yeah…” -he says. “Just...memories, y’know?”

 

He hopes the utter dread he just felt gets mistaken for grieving nostalgia. 

 

Ken nods, understanding. “Of course.” -he says, then lets the door go. “Hey. I know you aren’t on the best of terms with your parents, and we’re far from ideal parents ourselves, but...well, just remember you’re not alone. You can always talk to us, or if that’s not your speed, we can help you find a professional. I know you’ve talked things over with Jules, and I imagine with Kevin and Gwen, but...it always helps to have one more node in your support network, y’know?”

 

Ben appreciates the thought, though he’s not so sure telling a psychiatrist that he has an apparently highly sought after alien device permanently bonded to his wrist is the best idea. “I know. Thank you, sir.”

 

He groans, but it’s in jest. “Again with ‘sir’, huh? I  _ will _ get you to call me Ken before I die, Ben. I swear on my father’s stereotypical japanese honor.”

 

Possible new foe or not, Ben can’t help but chuckle at that.

 

* * *

“ _ Ugh _ . I  _ swear _ I’ve learned my lesson this time.” -Julie groans, lying down on the carpet of her room, immediately under the AC, holding her abdomen. “No more carb comas from Giannino’s.”

 

Ben snickers, looking at her upside down from her bed. “I think you’ve said some variation of this at  _ least  _ twenty times since I’ve known you.”

 

Julie makes a face and throws a dirty sports bra at his face. She’s wearing a clean one and boxer briefs, having just showered and lacking any sort of parental presence in the house. This is about as ‘ _ naughty _ ’ as things get between them. Ben doesn’t think much of it, considering how used he is to seeing her half naked every time he visits her at swimming practice - pretty much every other day when school is in session. Julie’s always been pretty confident in her own skin, has always had some serious body confidence that Ben kinda lacks. Nothing  _ too _ bad - not like Gwen, who’s always been both the most insecure out of all of them, and the most conventionally beautiful - but it’s still ironic, considering he can literally have radically different bodies at the touch of a button, now. 

 

“Just because  _ you  _ have an iron stomach.” -she says, full of regret. And delicious, homemade italian food. “I wish I had one too, but I think I only share your appetite.”

 

Ben pokes at her abs, which are hard from a lifetime of exercise and the food baby she’s currently regretting. “It’s a glorious burden.” -he says solemnly.

 

“It  _ feels _ like a burden, alright.” -she says. “Are you seriously not even fazed? I saw you eat an  _ entire  _ meat lovers’!”

 

“Seven out of eight slices.” -he clarifies. “And no, not at all. Honestly, I could go for a smoothie or something, still. Maybe a cheeseburger.”

 

Julie scowls. “ _ Unbelievable _ . Forget the Omnitrix, you had superpowers  _ way _ before inheriting the alien wristwatch.”

 

Ben laughs, then spots a healing but still tender looking cut above Julie’s ribs. “Is that from the game?” -he asks.

 

She glances at it. “What, this? No, from the drone. I took a nasty fall while you were transforming into Diamondhead, and I think a rock grazed my side.” -she says, then points at a scrape on her knee, and a  _ major _ bruise peeking out over the waistline of her boxers. “These ones, too.”

 

“ _ Jesus _ . That sucks, I’m sorry.”

 

“Don’t be. You’re not the scrap pile who caused them.” -she says with a half shrug. “Besides, I have a bunch of new ones from the game.” -she points out. And she  _ does _ , of course; she’s far from a stranger to physical injuries, due in no small part to her aggressive style of play. She’s had broken toes, fingers, and even ribs, not to mention the many, many scrapes, bruises and cuts that come with the sport.

 

“ _ Still _ . It’s hard not to feel guilty when that thing came after me, and you’re all bruised up while I’m fine.” -he says.

 

“Kevin also turned out unscathed.” -she reminds him.

 

“Sure, but he got knocked out  _ while _ in metal form. That scared the hell out of me. And Gwen’s weird glowing burn hasn’t gotten much better.”

 

He’s exaggerating a bit; Gwen’s burn  _ has  _ healed, but the fact that it still glows magenta is  _ concerning _ , to say the least. She’s done a good job of covering it up, but her parents are bound to get suspicious sooner or later. They’ve already commented on the fact that she’s wearing longer sleeved tops in summer.

 

“I mean, sure, it’s a perk of the watch. You get to erase all your injuries when you revert...but that’s just it: you can’t really control  _ when  _ you revert. If you run out of ‘alien time’ in the middle of a fight, you’re kinda screwed.” -she reasons. “If you pick the wrong alien for the job, you’re kinda screwed. And if you get knocked out - or worse - before you get to transform…”

 

“I’m screwed?” -Ben supplies.

 

She tips her head. “ _ Bingo _ . The point is, no one power or hero is better than all the others. We all have our weak points, but so, too, do we have our strengths.”

 

Ben stays silent for a few moments. “ _ Wow _ . I don’t know if it’s the blood pooling in my head, but that sounded  _ super  _ wise.”

 

Julie flicks his forehead. “Hell  _ yeah _ , it was!” -she says, then sits up. Ben turns right side up, still poking his head from the edge of Julie’s bed.

 

“I have a question.” -Julie says, after a few moments of quiet companionship.

 

“About the watch?” -Ben guesses.

 

“Actually, no.” -she says. “Something Kevin said last week, it made me think…”

 

Ben raises his eyebrow. “What is it?”

 

She looks at him from between her bangs. “Do you think we’re lame?”

 

Ben blinks. “Lame?”

 

“Like, as a couple.” -she clarifies. “He made fun of us, remember?”

 

“He makes fun of  _ everything _ .” -Ben shrugs. “That’s...y’know,  _ Kevin _ .”

 

“Well,  _ sure _ , but did he have a point this time?” -she asks. “I mean,  _ look _ at us: we’re home alone, my parents won’t be anywhere near here for  _ hours _ , yours don’t even care where you are...we’re  _ teenagers _ …” -she trails off.

 

Ben hums. “I assume this is an M-rated conversation.”

 

She shifts a bit. “Well, I don’t know if it  _ needs _ to be, but...isn’t it weird?” -she asks, gesturing at her scantily clad form. “That we’re  _ this _ close but not intimate yet? That we’ve been dating for  _ so long _ and never really tried... _ anything _ ?”

 

Ben considers this for a moment. “Well...did you expect us to?”

 

“ _ Clearly _ , Kevin expects us to.” -she says. “So do my parents, for that matter. Not that they’d be  _ happy _ about it, or anything, but they wouldn’t be  _ surprised _ . They gave me The Talk when I turned fifteen. There’s  _ literally _ a small box of condoms sitting in my bedside drawer.”

 

“That’s...generous.”

 

She snorts. “You know them. Gotta make sure I’m ready to take on the world. Even when I fuck up.”

 

Ben smirks. “Nice pun.” -he remarks. “I don’t know, Julie. I’m not gonna say I’ve never thought of you in that way, because I’d be a  _ huge _ liar - and Grandpa Max didn’t raise no goddamn liar.” -he says. Julie laughs at his terrible southern accent through a pleased blush. “But I’m also not like, biting my nails, waiting for ‘the moment’.”

 

“Even though I’m in my underwear?” -she asks suggestively. There’s an undercurrent of vulnerability to it; not insecurity, never from a Julie that knows for a fact Ben finds her  _ incredibly _ attractive, but rather a worry that, ‘hey, other teenagers have done this kind of thing by now, and few, if any, have been together as long as we have’. Julie may be tough as nails on the field, but the issue of what she’s  _ supposed  _ to be doing? What milestones she’s supposed to have accomplished, which she’s supposed to be working towards? Even with something as unorthodox as  _ this _ ?  _ That’s  _ what gets to her.

 

Ben can relate. High school is  _ literally _ around the corner. His mom has hinted  _ several _ times that she’d  _ love  _ to give him a taste of the ‘family business’ up in D.C. once he grows up a little further. And of course, he now wears an alien device that  _ may or may not _ be involved in the fate of the galaxy.

 

_ Goddamn _ , can Ben relate.

 

“Those are your pajamas.” -he says, simply. “We  _ both  _ know if you were dressed for anything but comfort, you’d have dressed differently.”

 

She hums, curling and uncurling her toes, then grins. Humor and deflection. “Yeah, you’re right. I’d have come out of the bathroom in all my naked glory, going like, ‘ _ Say good-bye to your V-card, Tennyson. _ ’”

 

“See,  _ that’d _ just make me laugh.” -Ben says, trying not to picture  _ too _ detailed a scenario. Humor and deflection. “And then I’d have you pick an alien for you to fulfill your fantasies with.” -he teases.

 

She gasps, then swats at his shoulder. “Benjamin Kirby Tennyson, you did  _ not  _ just call me a monster fucker.”

 

He raises his hands in surrender. “Listen, all I’m saying is, that’s an option. Though you may wanna wait and see what other aliens I’ve got. Handsome as they may be, I don’t think Heatblast and Diamondhead are, uh... _ survivable _ .”

 

Julie bursts out cackling. “Oh my  _ god _ , I love you, you idiot.”

 

“And I love you, you...xenophiliac.”

 

They’re about to kiss when someone knocks on the back door to the house. Ben and Julie  _ freeze _ , of course. “What the  _ fuck _ ?” -she whispers, bewildered.

 

Ben immediately rises, bringing up the Omnitrix’s dial. “Wait here.” -he says. He’s not exactly surprised to see her rise and follow him anyway, grabbing her bathrobe on the way.

 

There’s no one at the door. No one at the front, either. Ben jokes to himself that maybe it’s a ‘creeper’, one of those local cryptids he read about online, but he still braces himself as he opens the door, Julie close behind him.

 

It’s the woman from before.

 

She looks taller now, somehow. About Heatblast’s height, if he had to guess. Her skin is an icy blue, marked with intricate, curving black designs. They’re not tattoos, more like fancy ‘eye black’ sports makeup. She wears an all-black, ceremonial-looking armor that covers everything but her face and hands, and wields a spear made of muted green stone and gray metal. Her eyes are an almost white shade of silver.

 

“Chosen of the Omnitrix.” -she says. She sounds  _ distinctly _ unimpressed. “I am Hala the Accuser.”

 

“Uh... _ hi _ , Hala the Accuser.” -he says. “I’m Ben Tennyson.”

 

She sneers. “I  _ know _ who you are. I know who your  _ grandfather  _ is. What possessed the man to pass on the greatest weapon in the galaxy to a  _ child _ , I cannot say.” -she says, voice dripping with contempt. “You are a threat to my mission, and thus a threat to the continued stability of terran civilization. Relinquish the Omnitrix, or suffer the wrath of the Kree Empire.”


	4. SWORD and Spear

**Notes for the Chapter:**

> I may have mentioned this before, but Ben's 10 available aliens aren't all from the original series. This chapter is the first example.

As it turns out, the wrath of the Kree Empire is _swift_. Hala doesn’t even wait for a response, immediately charging at Ben, who hastily pops up the Omnitrix’s dial and slams it back down on what he’s sure is Diamondhead.

 

It’s... _not_.

 

“ _Gooooooooooooooop_!” -the fluid, neon-green lifeform says, vibrating their entire form. Julie can’t quite believe her eyes, and even the mighty Kree warlady stops in her tracks.

 

“A _Polymorph_ ? Do you intend to _mock_ me, Ben Tennyson?” -she says, disgusted.

 

Goop looks at their vaguely humanoid shaped body in confusion. “ _Whaaat? Thiiis iiisn’t Diiiaaamooondheeeaaad!_ ” -they say. Their voice is shrill, _annoying_ , and doesn’t come from a mouth. Aside from slanted, glowing yellow eyes, the only other discernible feature on Ben’s new, viscous body is the Omnitrix’s emblem on their chest area. Instead, they speak by vibrating their bodies, which make them look like they’re shivering at every overly drawn out word. They’re translucent, have no visible organs, and a small, saucer shaped silver device hovers above their head, seemingly unaided.

 

Hala roars, resuming her charge. Goop tries to roll out of the way, only to discover that, a) they’re not very agile at _all_ , and b) despite having _somewhat_ defined arms, legs, torso, and a head, their whole being is really just one single _unit_. They stumble and fall, and as they rise, they realize that their head has reformed from what used to be their left leg.

 

It’s... _trippy_ , to say the least. It’s already weird for Ben to go Diamondhead and realize he becomes a walking, talking crystal monolith, or Heatblast, who’s insides are _entirely_ composed of _semi_ \- _molten lava._

 

Hala seems to have encountered - and possibly fought - a Polymorph before, because she bats at their head with the blunt end of her spear as soon as their form stabilizes. Julie gasps in horror as the glob that used to be their face is flung a dozen feet away from their body, but Goop doesn’t even feel the hit - doesn’t even have a brain or nervous system for that - simply recalling the lost fluid with a thought as another head sprouts from the formerly ‘severed’ neck. Hala is relentless, however, and repeats the process with all of Goop’s limbs, boasting a strength and speed unmatched by any non-Enhanced human the teens have ever seen.

 

A Polymorph can’t get tired, but Goop’s body is _everywhere_ , and thus takes longer to pull together into a cohesive form. Hala ends their attempt at fighting back by batting down the small, floating, saucer-like object, which she then _crushes_ underfoot. Goop immediately ceases all autonomous movement, becoming a puddle of inert fluid with the Omnitrix’s symbol floating within.

 

Julie punches Hala’s jaw, yelping in pain as the Kree barely flinches, even through obvious surprise. The teen clutches her hand, tears streaming down her face, but it’s only the fresh ones that have anything to do with her injury.

 

Hala gently pushes her back, which still sends her reeling back, making her brusquely fall on her backside. “ _Relax_ , terran. The boy is fine.”

 

Julie launches herself against the Kree again, but the blue warrior simply holds her back by the clavicle, mildly amused at the tiny, insignificant blows the girl furiously delivers to her armor. “You turned him into a _fucking_ _puddle_! How can you say that!?

 

Hala sighs. Terrans can’t _exactly_ be blamed for their ignorance, but this is up there with the most _basic_ of concepts in galactic civilization, really. “The fluid that makes up a Polymorph is _notoriously_ difficult to eliminate. It’s discharged by Faster-Than-Light starship drives, and traditionally dumped upon arrival along the _thousands_ of warp gates that allow for interstellar travel within the galaxy. It is then collected by private endeavors, and dumped on the dead planet Viscosia. This has happened for _eons_ , and has resulted in a massive, planet-spanning, sentient _glob_ . _Every_ Polymorph in the galaxy is derived from this entity, and _every_ Polymorph is thus a functionally indestructible _nuisance_ , _especially_ when paired with this kind of device.” -she explains, disdainfully, nudging at the broken metal at her feet. “This is all to say, I merely rendered Tennyson harmless by eliminating the gravity projector that allowed for this chosen form’s more... _complex_ movements. I assure you, he is in perfectly good health.”

 

Julie stops her struggle, taking in the explanation. Her mind races, which tends to happen when an alien nonchalantly explains interstellar travel - or rather, the waste disposal thereof - to you. Hala takes the opportunity to walk up to Goop, and attempts to take the Omnitrix’s emblem away. Julie briefly wonders: is it _that_ easy to take the Omnitrix from him?

 

It’s not.

 

It’s _really_ not.

 

As soon as Hala touches it with the intent to separate the two, the emblem crackles with blinding green lightning, and _zaps_ her away, making her crash, groaning in pain, on Julie’s back porch, which splinters and buckles under her weight. Julie can’t help but smirk at her misfortune, even though she’s now gonna have to come up with _some_ explanation for the damage, but the smile is short-lived. She gasps as the emblem pulses twice, and _materializes_ another gravity projector, which immediately gathers and reshapes Goop into their humanoid shape.

 

“ _Oook. Leeet’s taaalk thiiings throoouuugh._ ” -they say, and intentionally detransform with a blinding red flash.

 

Ben stands next to Julie, the pair’s places switched with Hala’s original. Julie absently notes that the Omnitrix’s dial has, once again, set itself to unusable red status. It’s a _hell_ of a handicap for so powerful an object.

 

There’s about thirty seconds of tense silence before Ben manages to get any words out, still a bit disoriented from the _supremely_ weird experience that is becoming Goop.

 

“Well, I _can’t_ , for one. ‘Relinquish the Omnitrix’, as you say.” -he says. “Not that I _would_ , if I could, but this is permanent.”

 

Hala rises with all the dignity she can muster and narrows her eyes, twirling her spear. “The elder Tennyson managed to sever the bond even after a _decade_ of constant use. Why should _your_ situation be any different?”

 

“Something about my genes being a perfect match for the watch.” -he shrugs. “I don’t know. And honestly, I don’t particularly care; I took on this duty willingly. I didn’t find this thing by accident, or put it on without considering the kind of attention it might attract. So, despite your... _pleasant_ request, I _respectfully_ refuse.”

 

The Kree scoffs, taking a menacing step forward. “ _Duty_ ? What do _you_ know of duty, child?”

 

“Maybe not much. Not yet.” -he allows. “But I _do_ know that, if I’m able to wield as _powerful_ a device as the Omnitrix, then I have an absolute responsibility to use it to protect the people who can’t protect themselves.” -he says, standing his ground. “And that most people _can’t_ protect themselves, not against something like the robot we fought last week.”

 

She circles toward them, clicking her tongue. “A failure on my part.” -she admits. “The blockade was utterly unprepared for such a quick response to the Omnitrix’s activation beacon.”

 

“Activation beacon?” -Ben asks.

 

Hala rolls her eyes. “Of _course_. What did you expect that blazing pillar of green light was?”

 

Julie raises an eyebrow. She _thought_ she’d seen a beam of light shoot up towards the sky as Ben ‘became one with the watch’, but it was so brief she figured it’d been her imagination.

 

“The Omnitrix emits a galaxy-wide signal upon first activation with a new user. Some have theorized its creators intended this as a failsafe - that, should the Watch fall into the enemy’s grasp, the galaxy would be warned and have time to prepare for the coming darkness. None _truly_ know why this beacon exists, however.”

 

Ben crosses his arms. “We figured the drone came for the Watch, but...the entire galaxy knows I have the Omnitrix?”

 

“The _entire_ galaxy, yes. Quite possibly beyond.” -Hala corrects. “Impossible to know for certain, but we have no reason to believe otherwise.”

 

“Who sent the drone?” -Julie asks. She’s still angry at the Kree, but she can’t deny this info-dump is _invaluable_ to Team Omnitrix.

 

...the name is a work in progress, of course.

 

“That is not your concern.” -Hala says, sternly. “You will relinquish the Omnitrix _before_ any other... _interested_ parties attempt to breach our blockade.”

 

Ben sighs. “I told you. Not happening.”

 

“Every second you continue to resist ushers humanity closer to an early grave.” -Hala says, grim. “I may not have met your elder, but I _highly_ doubt this is the fate he wished for his homeworld.”

 

Ben agrees. “Why leave it to me, then?”

 

“Perhaps your _Avengers_ ’ pyrrhic victory over the Chitauri gave him some _misguided_ sense of confidence in humanity’s ability to wage war on a galactic scale.” -she muses. “Allow me to dispel that notion: the Accuser fleet above Terra could wipe out all life on the planet _now_ , if I were inclined to give the order. There would be precious little your governments and champions could do about it.”

 

 _Yikes_.

 

“I mean, bold claim and all, but why not do something _productive_ with all that firepower? Why didn’t you help stop the Chitauri, if you’re so concerned with ‘the stability of terran civilization’? Why not come take the drone that bypassed your blockade out _after_ the fact?” -Julie asks. “Y’know, _before_ it got its chance to kill us?”

 

“Are you _seriously_ suggesting orbital bombardment as a solution to these problems?”

 

“I’m _suggesting_ you get your blue asses down here and show people not all aliens are evil, bloodthirsty techno-monsters.”

 

“Our warships are forbidden from breaching Terra’s lower atmosphere.” -she says dismissively, like it’s obvious. “Modern Kree law _strictly_ forbids any military action that may be construed as hostile by neutral observers.” -she drones on, then clarifies. “Nova Corps enforcers, of course. Landing forces or providing aerial support may have been seen as taking advantage of the small Chitauri incursion your city of New York endured to lull terran defenders into a false sense of security. We Kree have done this before.”

 

Ben notes a hint of regret in that last line, and files it away for later. There’s a story there, for sure.

 

Julie scowls. “You call that invasion _small_ ? _Hundreds_ of people died.”

 

“Terrans should count themselves _lucky_ , then. The Chitauri rarely satisfy their bloodlust with anything less than the deaths of a few _million_ sentients.” -she says, bitter, voice devoid of any sarcasm.

 

Ben’s stomach drops. Not for the first time, he thanks whatever higher power is listening that the Avengers managed to stop the invaders on their tracks. It’s one thing to hear the analyses in the news - the people who _actually_ ran the numbers on the rate the invaders portalled in and were destroyed by the combined efforts of the Avengers, local law enforcement, the National Guard, and the people of New York itself, and projected that, if not for the nuke Tony Stark valiantly, almost _sacrificially_ carried into the wormhole, the city would have fallen within the _hour_ , superheroes and all - and another one _entirely_ to listen to this obviously powerful, experienced warrior describe the harsh, hero-less reality of such an invasion out in the greater galaxy.

 

“Now, do you understand?” -Hala asks, somewhere between genuinely gentle and unintentionally patronizing. “Perhaps Max Tennyson _did_ instill in you an adequate sense of duty. But he failed to get across just _how massive_ the responsibility of bearing the Omnitrix truly is. There are _trillions_ of sentients in this galaxy _alone_ \- many of which will expect your protection now, just as it happened when your elder bore the mantle.”

 

The Kree extends her hand. “No one would fault you, should you abandon it.”

 

It takes him a moment, but Ben shakes his head. “ _I_ would. If I abandoned the Omnitrix now - if I were even physically capable of doing it - I’d live out the rest of my days wondering _what if_ . So no, I _won’t_ abandon it. I choose to keep the Omnitrix, and try my best to live up to everything that Grandpa Max accomplished.” -he says. “And if I fail, I’ll get back up and try again, and again, until I figure things out, or I die trying.”

 

Hala breathes heavily, trying to rein in her reaction. “ _Admirable_ .” -she grits out. “But short-sighted, _selfish_ . You’ve forced my hand, Tennyson. I must take you to the Empire, that the bond between you and the Omnitrix be severed, for the good of all sentients.” -she declares. “I... _hope_ you survive the process.”

 

Julie’s about to yell at Ben to _run_ , when yet _another_ total stranger walks into her backyard.

 

“That sounds an _awful_ lot like that old Kree motto, Hala.” -the woman says. She’s human, a blonde in her mid to late thirties that walks with a limp, supported by a sleek-looking black metal cane. “‘ _For the good of all Kree_ ’?”

 

Hala narrows her eyes, anxiously twirling her spear. “Abigail Brand. Director of S.W.O.R.D.” -she says. Ben immediately gets the impression that the two share _quite_ a history. “I would advise against meddling in the affairs of a Kree Accuser, but I know my warning would fall on dead ears.”

 

“ _Deaf_ ears, woman. _Deaf_ , not _dead_ .” -Abigail says, amused. “And _I_ would remind you that the Kree have no jurisdiction within Earth’s atmosphere, but that would assume you care about the Empire’s interests in the first place.”

 

Hala grunts. “State your business, Director.”

 

Brand shrugs. “Just here to have a friendly chat with a fellow human.” -she says, nodding at Ben. “You don’t _mind_ , do you?”

 

“I _do_.” -Hala counters. “But that won’t matter to you, I assume.”

 

“ _Nope_.”

 

“ _...fine_ . Take the child, have your _chat_ .” -she says, then tips her weapon at Julie. “I shall stay with this one, to ensure you don’t get any of your... _ideas_.”

 

Julie looks offended, but doesn’t fight the idea. She shares a silent exchange with Ben - _be safe, don’t anger the alien warlady,_ that kind of thing. Abigail winks at Ben, reassuringly.

 

“Come inside, I guess.” -Julie tells Hala. “I, uh, hope you like _tea_.”

 

The Accuser makes a face, but follows her inside. Ben can’t help but wonder at the absurdity that his life has already become.

 

“She’s _really_ more of a coffee person.” -Brand notes, then lightly smacks Ben’s leg with her cane. “Come on, show me to the nearest diner. We have a lot to talk about.”

 

* * *

 

Abigail Brand looks kinda like a younger - but somehow more exhausted - Ellen Ripley, as played by Sigourney Weaver. Her face is thinner, her eyes a little more sunk in, and she looks about thirty seconds away from narcolepsy-induced slumber.

 

Still, she cheerfully stabs at her queso-covered seasoned fries. She’s offered to share, of course, but Ben isn’t really _hungry_ , not after the whole ‘hostile First Contact’ fiasco, the protagonist of which is presumably still holding his girlfriend hostage in her own home.

 

“You haven’t said anything.” -she notes, pointing at him with a dripping fry.

 

“I was kind of expecting _you_ to start.” -Ben retorts.

 

“Fair, I guess. Still, I would’ve thought you’d be jumping at the chance to ask if I know how your girl is faring with the Accuser.” -she says, then nods at the table. “You keep glancing at your phone.”

 

Ben scowls, leaning back against the well-worn booth. “ _Well_? How is she?”

 

Abigail sighs. “Contrary to the _terrible_ first impression she’s just given you, Hala is not a bad person, Ben.” -she says. “She can be…”

 

“ _Nuts_?”

 

“ _Overzealous_.” -she says, wryly. “You can take the Kree out of the Empire, but you can’t take the Kree out of the woman.”

 

Ben purses his lips. “Grandpa warned us about them. Well, _sort of_. They captured him in his ‘secret astronaut’ days, right?”

 

“Hala’s predecessor did.” -she confirmed. “I kinda pitied the guy. Earth may be a backwater in galactic civilization, but it’s also a _colossal_ embarrassment for the Kree - for reasons I’m not at liberty to divulge - so getting posted here is kind of a _punishment_ for Kree Accusers. Then he went and lost the _one_ prisoner he’d ever captured, who’d go on to be the _one_ guy to ever claim the Omnitrix, and use it to threaten the Kree Empire into taking away their original blockade. I’m _pretty_ sure he was executed for sheer incompetence.”

 

“ _Yikes_.”

 

Abigail tips her chocolate milkshake at him. “Yup. Still, the Kree _have_ turned over a new leaf...or _three_. Max never made good on his threats, but humanity gave them a _very secret_ and _highly_ cathartic kick in their blue asses back in the late nineties anyways, and then they signed their peace treaty with Xandar…” -she trails off. “Point is, most modern Kree are...well, not _good_ , but less of the warmongering _jackasses_ they used to be. Hala’s a good example; she was raised as an Accuser, one of the foremost representatives of so-called ‘Kree genetic superiority’, but she’s always had a soft spot for other sentients. So much so that the Empire questioned her loyalties, and sent her off to backwater planet babysitting duty.”

 

“Well, she _seems_ pretty loyal.” -Ben said, scornfully.

 

“Oh no, she’s _very much_ a traitor. Always been a _little_ too lenient with the people living in the colonies she oversees, but she has a _thing_ for humans, specifically.” -she says, amused. The way Abigail says ‘thing’ kinda makes it sound like a _romantic_ thing. Ben wonders if maybe Hala had a _thing_ for a _specific_ , Ellen Ripley lookalike woman. “So, instead of doing her duty and keeping us both isolated from galactic society and ignorant as _hell_ in the science and technology department, she’s been our link to the Nova Empire, helping prepare us to take the leap and join interstellar civilization.”

 

Ben purses his lips, confused. “ _Wait_. If she’s a traitor, why did she end up declaring she’d take me to the Kree?”

 

“Like it or not, they’re still the most advanced species in the galaxy. That’s what you get when your leader is an immortal AI.” -she says. “If anyone could separate you from the watch, it’d _probably_ be someone on Hala. The planet, not the person.”

 

“No, I got that.” -Ben says dryly. “Wouldn’t that just deliver the Omnitrix into their hands, though?”

 

“And probably convince them they can use the watch for warfare, prompting then to abandon all pretense and reject their newfound peaceful ways? Yeah, you’re right.” -she says. “Frankly, I don’t know that Hala thought this idea through. But even if she had, I think she’d consider the risk worth it. She may come across as patronizing and dismissive of your decision to bear the Omnitrix, but she’s _not_ kidding around when it comes to the risks. If anything, she’s sparing you all the gory details.”

 

“Like what?”

 

She sets the fry she’s holding down and looks him in the eye. Hers are yellow-green, and have seen _way_ too much. “Like the fact that someone’s placed a bounty on your head, and hunters are likely speeding towards Earth as we speak.”

 

Ben’s stomach drops. “Jesus, _what_ ? I _just_ got this thing. How do I already have bounty hunters after me?”

 

“The bounty’s old, and it’s not _technically_ on you. It just calls for the capture of the Omnitrix’s bearer. We’re pretty sure it’s from Max’s days, but he never said anything about it, and we didn’t _exactly_ have the tech to catch it back in the sixties. All we know right now basically amounts to gossip.”

 

Ben raises an eyebrow. “So they just...what, _ignored_ Grandpa for fifty years?”

 

“Well, _no_ . First off, your grandfather was an absolute _badass_ with that thing. No one could take him on, so most people stopped trying. Then he practically vanished from the galaxy after his decade as an adventurer - and it’s not like the Omnitrix sends a beacon upon deactivation - so people probably just assumed he died. The bounty most likely went dormant until the Omnitrix popped up again.”

 

“Until _now_.” -Ben surmised. “So, what do I do?”

 

“You’ve got a few choices.” -she says, as if she’s talking about what restaurant to go to, and not, y’know, his _fate_. “You could follow Hala’s advice - minus the stupid Kree intervention plan - and try find a way to remove the watch.”

 

“ _Not_ happening.” -he says.

 

She shakes her head fondly. “You’re Max’s kid, alright.”

 

“ _Grandkid_.”

 

“Same difference.” -she says, narrowing her eyes. “Speaking of sensible choices: you _could_ just go to Max.”

 

Ben’s eyes widen. “ _What_ ? I could just... _do_ that?”

 

She shrugs. “We’re not sure of _exactly_ where he is, but starting with the Nova Corps is a safe bet. You’d be as safe from bounty hunters as you could hope to be, and Max would certainly train and protect you.”

 

Ben can’t really believe it. If he so chose, he could just... _visit_ Grandpa. Or go find him, at least. It sounds too good to be true.

 

“Of course, that’d imply leaving Earth and all your loved ones behind for a _long_ time, possibly for good.”

 

 _Yep_. Too good to be true.

 

She offers a sympathetic look. “Until such a time as we’re deemed worthy of joining galactic society - and, y’know, _not_ blowing each other up - and aside from a few key exemptions, humans aren’t allowed to travel beyond the Kuiper Belt. Bearing the Omnitrix gives you a pass, but Miss Yamamoto and your cousins unfortunately do not count.”

 

“I’m pretty sure Kevin _technically_ counts as my uncle.” -Ben says, trying to keep his spirits up in the face of the chance of seeing his grandfather again anytime soon getting completely snuffed out.

 

“Best not tell Gwendolyn, eh?” -she says knowingly.

 

He narrows his eyes. “Have you been spying on us?”

 

“S.W.O.R.D. does not _spy_ . We _monitor_.” -she says, indignant. “I’m not Nick Fury.”

 

“Who are you, then?” -Ben asks. “Aside from the Director of a secret space agency, and the mother of all info-dumps?”

 

She chuckles. “I’m just a friend of the family, Ben. I’ve known your grandpa and grandma for ages, and I’ve watched you guys grow into a loving, caring family. Good people. _Minus_ the brats Max somehow raised, of course.”

 

“You...don’t look a day over thirty-five.” -Ben says, skeptical.

 

Abigail winks. “Space magic is good for the skin.” -she says. “In any case, Max has done so much for humanity’s standing in the galaxy that I owe it to him to see his chosen heir succeed. And, while I don’t have Helicarriers or _oodles_ of nameless troops to throw between you and the bad guys, I _can_ offer information you’re sorely lacking. And a choice, for how to move forward.”

 

“Exile or surrender.” -Ben says, pursing his lips.

 

“ _Or_ \- and I’m assuming you’ve already decided on option C - you can stand your ground and become the hero your family and I _know_ you can be.”

 

Ben nods, determined. It _really_ shouldn’t make any sense, that he chooses to go through with this path in spite of so many warnings, but all it takes is feeling the comforting weight of the Omnitrix on his wrist for him to _know_ this is the right thing to do.

 

“I’m staying.” -he says. “I want to know everything about these bounty hunters.”

 

She smiles. “Now _that’s_ a Tennyson speaking.”

**Notes for the Chapter:**

> I picture Hala's voice as Captain Phasma's from the Star Wars sequels, without the helmet filter of course.
> 
> Something that highly annoyed me about Ben 10 canon is the increasing ease, over the seasons and series, with which Ben and the Omnitrix could be separated. It's fine when it's Vilgax slowly figuring out how to sever the bond, or as an alternate universe scenario, but just...taking it off his Goop form, or him removing it with a few commands? It's a pet peeve of mine. I want the bond to be as permanent as possible, an irrevocable choice that brings with it both boons and consequences.
> 
> Hala exaggerates a little with her description of the Accuser fleet's firepower. It's definitely no joke, but she wouldn't be able to destroy humanity as easily as she claims. The Chitauri invasion is as bad as she claims, though.
> 
> Also included a reference to Captain Marvel! I adored the film (haters need not comment), even if it kinda messed up my timelines for this universe a little. I think I worked around it, but I've no doubt it'll come back to bite me later. The idea is that Max got rid of the Kree blockade in the 60s/70s, leaving Earth unguarded until *after* Captain Marvel took out Ronan's fleet above the planet. She took the fight to the Kree with the aid of the Nova Corps, which eventually resulted in the peace treaty that ticks off Ronan so much he becomes a Thanos-funded terrorist. Earth is still in Kree territory, however, and their Inhuman experiments still took place, so they eventually send a new fleet to keep things under wraps under the pretense of "protecting an undeveloped species" in the early 2000s.
> 
> Abigail Brand was originally gonna have Lockheed the tiny alien dragon from X-Men fame as a companion, but I felt it was one too many characters for now. EDIT: Which I missed a joking reference to, in the part where Ben infers a past romantic relationship between Hala and Abigail. Dang it.
> 
> I also forgot to add Goop's profile thingy! Here ya go:
> 
> Goop:
> 
> The Omnitrix's sample of a Polymorph, a lifeform considered space vermin and confined to the planet Viscosia. Goop's body cannot be destroyed, even if they were to be forcibly removed from the anti-gravity field that holds them together - they will simply pull themselves back into their basic shape. Goop's fluid body can be manipulated into any simple form they can imagine, become adhesive, combustible, or acidic at will, and globs of it can be flung as projectiles, retaining said properties - and defying the Law of Conservation of Matter. Goop's anti-grav field projector is vulnerable to destruction, in which case Goop will be unable to move in any way, though the Omnitrix will automatically source another within a few seconds. They are also unable to effectively use conventional punches and kicks because of their body's nature.


	5. Human Shield

**Summary for the Chapter:**

> Kevin leaves town and Julie has to deal with the aftermath of Ben and Hala's tussle. It's up to the original cousin team to face the bounty hunters making planetfall. Taking the fight to them may be a bit more than the rookie heroes can handle, though...

**Notes for the Chapter:**

> Content warning in this one for Star Wars-esque dismemberment. No blood or anything, just canon-typical violence and a fresh candidate for a prosthetic fitting.

Abigail looks out the viewport on the bridge of Hala’s flagship, the  _ Azure Lance _ . The sun’s light glints off the curvature of Earth, flaring against the planet’s atmosphere. It’s a beautiful sight, and one that she can’t imagine she’ll ever get tired of.

 

“More hunters approach.” -Hala notes, manipulating some incomprehensible holographic display beside her. “A pair, this time.”

 

Abigail purses her lips. “ _ Jesus _ . Three of them? How high is the bounty on the Omnitrix, Hala?”

 

“High enough to warrant risking a Hunt on a developing planet in the middle of a Kree exclusion zone, clearly.” -Hala retorted. “Suffice it to say, should these bounty hunters succeed, they would not lack for comforts well into their twilight years.”

 

“ _ Yikes _ .” -she says. “And the Kree? How are they fine with these... _ visitors _ ?”

 

“The Empire rarely meddles in the affairs of the Hunter’s Guild. And, while C-53 may normally be a forbidden destination, the hunters have invoked their Right To Hunt. So long as they do not harm any other sentient life forms, or otherwise disrupt the normal course of human civilization, they are free to pursue their target.”

 

Abigail bites the inside of her cheek. She’d had an inkling from Max’s stories that this would be the case. Even told Ben to never stay alone, no matter what. But the hunters currently approaching the blockade are crafty - some of the best in the galaxy, if the Accuser is to be believed. Abigail  _ knows  _ they’ll be looking for every possible loophole they can use to get the fucking watch, the human attached to it be damned.

 

A small vessel carefully glides by the fleet; it’s a bronze and maroon hunter-killer, too large to be considered a starfighter, and too small to qualify as a corvette. It’s kinda  _ ugly _ \- an oblong, bulbous  _ thing  _ covered in mismatched, grafted-on weapon systems, sensor arrays, and other such upgrades that betray its lethality. Just behind its engine wash, a  _ tiny  _ shape follows. Abigail gasps; it’s the second hunter. The cocky bastard doesn’t even have a  _ ship _ . It’s just  _ them _ , decked in an armored exosuit, flying through space like cosmic radiation and hyper-accelerated microparticles aren’t much of a concern. They’re bursting with zeta radiation, too, which means they went through a warp gate,  _ unaided _ . She can’t even  _ fathom _ how much it would cost to integrate a warp drive into a vaguely human-sized armor system.

 

These guys  _ must  _ be good.

 

And they’re headed  _ straight _ for Cali.

 

“Are you  _ absolutely _ sure there’s nothing we can do to intervene?” -she asks, anxiously rubbing her thumb against the pommel of her cane.

 

Hala sighs. “Unless you’d rather court the  _ actual _ wrath of the Kree Empire,  _ yes _ .” -she says. “I am aware my... _ proposal _ to Tennyson was ill advised, but you can’t deny it would have been a kinder fate. The Guild has only ever failed to deliver on a bounty a  _ handful _ of times in its  _ many _ thousands of years in operation.”

 

She rolls her eyes. “We can discuss your  _ dumbass _ plan later.” -she says. “Right now, we  _ have _ to figure out a way to help Ben survive the Hunt.”

 

“There is nothing to  _ be _ done, Abigail.” -she says, then gazes out to the planet she’s come to love as her own. “Nothing but trust that the child can wield the Omnitrix well enough to survive.”

 

“He’s really not a  _ child _ , Hala.” -she chides.

 

The Kree huffs. “Well then, dear Abigail...this is his chance to prove me wrong.”

 

* * *

 

Ben, Kevin, and Gwen haven’t had a sleepover since he was eleven years-old. 

 

He’s never been quite sure  _ why _ ; at some point, aunt Natalie and uncle Frank decided to  _ dissuade _ Gwen from ever inviting them again. Ben’s long since gotten over it, and the trio’s friendship’s only gotten stronger in the years that followed in  _ spite _ of it, but between this, and the borderline  _ toxic _ relationship between Gwen and her parents, Ben has never been able to really forgive them.

 

Unfortunately for all parties involved, Ben is being _literally_ hunted by alien mercenaries, and can’t be alone for longer than a few minutes, or the bounty hunters will, apparently, be free to attack. Since his dad flew to D.C. for one of his mom’s fundraisers - without telling Ben, _as_ _per usual_ \- Julie’s house is on lockdown - having managed to convince her parents that someone tried to break in, to explain the damage caused by his and Hala’s little brawl - and Kevin left town to retrieve some of Max’s belongings from a storage facility in San Francisco, Ben has to emergency-crash at Gwen’s house.

 

He  _ literally _ crashes at her house.

 

He’s power-walking towards her home when the first bounty hunter  _ jumps _ him - a nine-foot-tall robotic creature that can only be described as a centaur-like being, with four crab-like metal legs and a humanoid torso. Ben manages to duck out of the way, narrowly avoiding the deadly swipe of his massive left claw, and pops up the Omnitrix, slamming it down on Heatblast’s position. Since that first awkward transformation, Ben’s learned to internalize and redirect most of the Pyronite’s thermal emissions, so they don’t passively melt and burn everything around them. Instead, they channel the excess energy into a powerful plasma beam that forces the robo-crabman back, and out of melee range. 

 

Following Abigail’s advice, Ben blasts off, a reverse meteorite propelled by the same overwhelming heat, this time directed downwards, generating thrust like only a jet engine - or Iron Man’s repulsors, perhaps - could. They don’t get far before getting shot in the back with a freakin’  _ missile _ , which knocks them out of the air, maybe half a block away from Gwen’s home. He’s  _ incredibly _ lucky to find his fall turned to a controlled slide on a glowing tobogan, which has him landing softly in Gwen’s backyard, her solid magenta eyes fading to normal green irises, shining with worry.

 

Ben detransforms as soon as the hunter’s glowing yellow eyes fade into the treeline, temporarily defeated. 

 

“Quick, get inside.” -she says, scanning the horizon. “I’m gonna make sure they’re gone.”

 

Ben nods. He’s not fond of the idea of her fighting his battles, but the hunters can’t touch her, not unless they want an angry fleet’s worth of Kree on their heads. He brushes himself off and heads for the back door, which opens before he can reach it.

 

“What the  _ heck’s  _ going on back... _ Ben _ ?” -Uncle Frank asks, bewildered, flashlight in hand.

 

Ben glances back - Gwen’s already jumped the fence, thankfully - and grins, awkwardly. “ _ Heeey _ , uncle Frank.” -he meekly greets.

 

He frowns. “I’m guessing  _ you’re _ the one causing all this racket?”

 

“Yeah, sorry.” -he says. How the man could confuse a  _ small missile explosion _ with Ben presumably jumping the fence is beyond him.

 

“You know, we  _ do  _ have a front door.” -he says, crossing his arms. “There’s no need to sneak around like this.”

 

Ben winces. “No, I know. I was just...practicing my... _ parkour _ .”

 

Frank narrows his eyes, looking his admittedly scrawny form over. The physical activity of the aliens he becomes sadly doesn’t seem to translate to a buffer body. “ _ Uh-huh _ . Just come inside already, Ben. Gwen let us know you’d be coming over.” -he says, then narrows his eyes. “It  _ is  _ just  _ you _ , right?”

 

_ Just me and a few alien selves _ , he thinks. “Yup.”

 

Frank grunts and nods at him to get moving. The teen complies without a word, awkwardly passing by Frank. He’s greeted by an  _ explosion _ of academia, just as he remembers; every available surface, from the kitchen countertops to the sofas in the living room just beyond, are covered in books, papers, and other such materials he’s honestly not smart enough to even  _ read _ , let alone understand. Gwen’s parents are both scientists - uncle Frank works at the prestigious San Francisco Institute of Technology, a lead researcher and developer in the machine learning and artificial intelligence fields, while aunt Natalie is a top biochemistry researcher for the West Coast branch of OsCorp, currently in the process of being absorbed by the LIFE Foundation, thanks to the Avengers’ recent - and  _ highly _ controversial - takedown of Norman Osborn’s company. Ben can’t understand how this utter chaos makes any sense to them, but they have a system, and it  _ clearly _ works, judging by the many awards and diplomas lining the walls.

 

“Oh, hello Ben.” -Aunt Natalie says, not even bothering to look up from the papers she’s reading through, sat at what might’ve been the bar once.

 

“Hi, aunt Nat.” -he says, hands in his pockets.

 

An awkward pause follows, which Natalie eventually breaks. “Gwen is  _ upstairs _ .” -she remarks, sounding bewildered about his continued presence in the living room.

 

As if on cue, Gwen calls out. “ _ Ben! Get over here _ !” -she shouts. 

 

Natalie sighs. “No yelling in my house,  _ sweetie _ !” -she yells, then sighs. “I  _ swear _ , sixteen years old and I  _ still  _ have to tell her these things.” -she says to nobody in particular.

 

Ben turns around, doing his best not to make the sound of his gritting teeth  _ too _ audible. Gwen is  _ seventeen _ , not that she’d care.

 

He makes his way to Gwen’s room, which unlocks for him.  _ Magically _ , since she’s on the other side of the room, closing the window she’s likely just climbed through. 

 

Gwen’s room is the polar opposite of the rest of the house, order-wise. She’s still got an entire  _ wall  _ of books, but the contrast is pretty stark. Many of the tomes in her shelves are  _ novels _ , not academic texts. Her room is spotless, except for the vanity in the corner, which is covered in photographs. There’s road trips with Grandpa, shots of him and Julie being stupidly cute, selfies with her school friends, and of course, one or two pictures of Kevin,  _ alone _ .

 

Ben kinda wishes the mutual pining would stop, but he’s pretty sure he’d be in the same spot as those two, if Julie weren’t such a go-getter.

 

“I’m guessing you spoke with my parents.” -she says, sitting on the bed. 

 

“How can you tell?” -he asks, taking off his green and black light jacket.

 

She snorts. “Your emotions are all over the place. What’d they say  _ this _ time?”

 

Ben sighs. “On top of her chiding you for your volume like you’re a toddler? Your mother apparently _can’t remember your_ _age_.”

 

There’s a second of  _ hurt  _ on Gwen’s face, but it vanishes all too quickly into a carefully cultivated neutral expression. “That _ does  _ sound like my mother.”

 

“They haven’t gotten any better, huh?”

 

She snorts. “With college just around the corner? Of  _ course _ not. I might as well be a robot programmed to bring diplomas with the Tennyson name home, to them.”

 

Gwen takes off her sweater, revealing a bandaged shoulder. A faint magenta glow seeps through the wrappings, which she frowns at. “Still not gone?” -Ben asks, raising an eyebrow.

 

“Getting there.” -she says, removing the bandage. Her wound is oddly  _ mesmerizing _ to look at; it’s like a second, glowing skin, a square-inch patch of flesh with a texture Ben has a hard time describing. It’s as if she was made of flexible, backlit amethyst, if that makes any sense.

 

The wound is definitely  _ much _ smaller than it was after she received it, so Ben opts not to worry too much about it. The skin around it has healed nicely, too, and likely won’t scar, thanks to Gwen’s magic.

 

“Have you figured out why…?”

 

“I think so.” -she says, poking the little patch. It doesn’t seem to hurt at all. “I think this is my ‘second skin’, so to speak. The body of an Anodite.”

 

Ben crosses his arms. “The thing you’re supposed to become  _ after _ you die?”

 

“Well, we’ve established I’m a special case.” -she shrugs. “It’s the strangest thing; the skin that’s healing around it still stings a little, but I can’t feel a  _ thing _ on the pink part. I’ve tried pinching it, flicking it, hitting it...even grabbed a kitchen knife and tried to cut at it, but it didn’t even budge, let alone hurt.”

 

“Maybe you’re bulletproof, like Supergirl.” -he suggests. “Not that we should, uh, try to  _ prove _ that one.”

 

She chuckles. “Yeah, maybe not.”

 

Ben grabs the chair from her vanity and sits. “So, bounty hunters.”

 

“From  _ space _ , yeah.” -she says, still a little baffled at the turn their lives have taken.

 

“What the  _ hell  _ am I gonna do, Gwen?” -he shakes his head.

 

She purses her lips. “Honestly? This one seems pretty straightforward to me. We need to take them  _ down _ , Ben.”

 

Ben frowns. “What, just like  _ that _ ? Like these guys didn’t scare an alien warrior princess into trying to kidnap me?”

 

“I’m not saying it’ll be  _ easy _ .” -she says. “But I think it’s  _ possible _ .”

 

He stares at the Omnitrix, which just so happens to turn green again at that moment. “What are you suggesting?”

 

“These guys have some pretty harsh restrictions, right?” -she asks, rhetorically. “They can only actively hunt you while you’re alone, and they can’t damage or disrupt anything or anyone in town.”

 

“Right. We already knew all this, but thanks for repeating the rules of the _actual horror movie_ _scenario_ I’m living through.”

 

She rolls her eyes. “ _ Anyway _ . Step one: the buddy system.”

 

“Kinda obvious.”

 

“It’s really not.” -she says. “Not the way  _ we’re _ doing it.”

 

She stands up, and her eyes come aglow. Her hands gesture in patterns he can’t quite comprehend, and a moment later, a nebulous shape _surges_ out of her chest, and solidifies into _another_ _Gwen_. The new Gwen is solid, but not _quite_ there - something he can _really_ only notice because the original is beside her - as if someone’s turned down her opacity by 1%. She doesn’t seem to have a mind of her own, simply staring blankly at the window behind real Gwen. 

 

“Did you just magically  _ clone _ yourself?” -Ben asks in disbelief.

 

She gleefully nods. “It’s a pretty freakin’ difficult spell, but these ‘shadow clones’ are virtually indistinguishable from the real deal to others. She  _ should _ be able to fool whatever sensors your hunters use into thinking you’re never alone. I’ve also modified the spell so I can ‘program’ her to act like I would, and I can take remote control of her body, keep up a conversation, all that jazz.”

 

“Wow. That’s  _ super  _ useful. Why haven’t I ever seen you use this one before?”

 

She purses her lips. “You  _ have _ . Sometimes I don’t leave the house, but I still  _ leave the house _ , if you know what I mean.”

 

“ _ Jesus _ . Really, Gwen? It’s that bad?”

 

She shakes her head. “Not really. I just don’t wanna deal with asking my parents for permission to go out, sometimes. If I didn’t do this, you guys would see me, like, half as often as you do.”

 

Ben crosses his arms. “Well, it definitely  _ sounds  _ that bad. Gwen, this isn’t healthy.”

 

Gwen sighs. “Believe me, I know. I’m lucky, having these powers. Their B.S. doesn’t affect me as much when I can just...magically get away from it all.” -she says, then offers a smile. “It’s  _ fine _ , Ben. I’ve made it this far. One more year and I’m out of here.”

 

“It’s  _ not  _ fine. But...I guess you’ve got it handled.” -he says, dubiously.

 

She smirks. “Go on, get ready for bed. I’ll share the details of phase two with you tomorrow morning.”

 

* * *

 

Pseudo-Gwen is... _ eerie _ . Ben tries not to act  _ too _ freaked out, but, while the shadow clone  _ is _ convincing enough that people don’t tend to look at her twice - and if they do, it’s more than likely because Gwen is an attractive redhead in a city with a smaller population than the average battleship crew - to someone who’s known Gwen since she was a toddler, her double is  _ extremely  _ disturbing when left to her own devices.

 

Still, Ben is pretty thankful. Whenever Julie isn’t around, Pseudo-Gwen is always close-by, holding a conversation with him, or just loitering around,  _ pretending _ to drink a smoothie, or  _ pretending _ to enjoy a walk in the park near Town Hall, where Mr. Stuart’s rad burrito truck can usually be found.

 

The trick works flawlessly for the better part of a week. Ben’s pretty sure he spots glowing yellow eyes at night, tracking him every now and then, but the alien doesn’t jump him anymore, and if there are any other bounty hunters out there, they don’t make themselves known. It’s a  _ heck _ of a relief.

 

So much so, that he  _ almost _ forgets how dangerous phase two really is.

 

Facing Hala was a hard lesson in not being  _ too _ cautious when experimenting with the Watch. Goop is a really cool alien, and he’s only figured out cooler things to do with their... _ unique _ abilities and physiology, but it quickly became clear that focusing on training with only two aliens was a mistake. So, while he hasn’t gone  _ too _ crazy, transforming at every available opportunity into another one of his remaining seven unknown aliens, he  _ has _ discovered two more of those transformations, and figured what they do.

 

Phase two depends  _ entirely _ on Upgrade.

 

Upgrade is an  _ interesting  _ alien, in that it’s not actually an alien in the conventional sense. It’s a living supercomputer, a blob-like, metallic, semi-solid humanoid entity with no personality traits, thoughts, or desires other than Ben’s. The other aliens he’s become all have some kind of driving force or, heck, a ‘soul’ to them - something Ben thinks might be linked to the occasional flashes and memories he’ll experience during transformation - but Upgrade is, by all accounts, a blank slate.

 

It’s also  _ incredibly _ adept at merging with and improving technology. When he first became Upgrade, he was immediately drawn to his smartphone, instantly turning it into a communication device capable of receiving and sending signals from all over the  _ galaxy _ . It’s an incredible phenomenon, but the thing that most interests Ben is the ability to  _ control _ that tech at his leisure.

 

Knowing that the hunters can’t attack in a heavily populated area, Ben is forced to find a secluded spot. There’s many little wooded areas like the one he’s chosen in Arcadia, the types of places that one can only find in a small town that’s still a few decades away from  _ actual _ urbanization. More importantly, it’s strategically placed: halfway between Gwen and Julie’s homes, a relatively short run away from reinforcements - or rather, deterrents for the hunters.

 

Ben is thus walking around the woods at night with Pseudo-Gwen when he gives Gwen the signal, and the clone vanishes. For a few moments, nothing happens. Then, the woods come ablaze.

 

It’s only because he knows it’s coming that Ben is able to dodge the searing beam.

 

“Have to hand it to you, Terran.” -the hunter says, stepping out of the treeline. “Projecting that image of your mate for ‘company’  _ did  _ stump me for a cycle or two.”

 

Ben can’t help the horrified expression. “My  _ what _ ? Gwen is my  _ cousin _ , you weirdo.”

 

“Is she? I suppose I shouldn’t be surprised. You  _ primate _ types and your  _ libidos _ ...I’ll never understand why the superweapon on your wrist chose one of your kind” -he says, disgusted. “It doesn’t matter. Hand the Omnitrix over, Terran.”

 

“I’m going to pretend you didn’t suggest what you just suggested.” -Ben says, desperately wishing for some mental bleach. “And what do you mean, ‘a cycle or two’? It’s been almost a week!”

 

The hunter approaches slowly. “For most of which I’ve seen through your ruse.” -he says, bored, though his body suggests tension and anticipation. “But, I  _ was _ curious about your strategy, since you so obviously knew I’d be hunting you. So, here I am. How, pray tell, will you strike the mighty Krabb down?”

 

Ben snorts. “ _ That’s  _ your name?” -he asks, popping up the Omnitrix’s faceplate. “I think you’re in dire need of an Upgrade!”

 

There’s a flash of green light, and he’s suddenly underwater. Ben doesn’t understand -  _ especially  _ when he looks at his hands and finds dull, green-gray scales, webbed fingers, and deadly claws where he should be seeing black, white, and green semi-solid metal. He looks around, and finds himself in the middle of a battle between two very distinct species: a race of centaur like humanoid crustaceans, and the people he fights beside: angler fish-reptilian-mermaid  _ things _ . 

 

It’s a  _ slaughter _ , most of which he thankfully misses as the battle fast forwards. The crustaceans do  _ not  _ fare well, even though they fight like rabid wolves with their backs against the metaphorical wall. Whatever alien he’s become, his species is faster, more aggressive. Better tactics and weaponry, too. He’s  _ almost _ thankful when the flashback ends, but then he finds himself in a dark, blurry world, narrowly dodging a swipe from Krabb’s massive claw cannon on instinct and reflexes alone.

 

“You  _ dare  _ face me as one of the Volann!?” -he shouts, utterly enraged. This alien’s vision is  _ terrible _ , as he can barely make out the bronze-colored cyborg crab, but something tells him Ripjaws - the alien he’s mistakenly become - can see  _ just  _ fine _...underwater _ . 

 

_ Brilliant _ . Is the Omnitrix  _ actively  _ trying to get him killed?

 

Ripjaw snarls back, with an aggression Ben would expect of Kevin, not himself. “What  _ about _ it, crab cake?”

 

Krabb lunges at him, legs first. Ripjaws lunges forward,  _ under _ the cyborg, and manages to turn in time to rake his terrifying claws at one of the four limbs. The bronze-colored metal tears and breaks, but the damage is all superficial. Krabb quickly stabilizes, turns his torso around, and backhands him with the humanoid hand, sending him soaring until he hits a tree, which creaks and splinters from the impact, but thankfully doesn’t break. The blow hurts, but Ripjaws is definitely made of tough stuff.

 

“You Terrans really  _ are _ ignorant. You’ve taken on the image of the bloodthirsty bastards that nearly  _ eliminated _ my  _ entire _ species!”

 

_ Yikes.  _ The bounty hunter charges a shot, and blasts him with the beam emitter between his pincers. Ripjaws barely sidesteps, allowing the blast to finish off the damaged tree. 

 

“This isn’t the form I chose.” -Ben tries to defend. “I was only planning to defend myself by disabling your tech. The Omnitrix picked this guy for me.”

 

Krabb scoffs. “Excuses,  _ excuses _ . Intentional or not, this isn’t an offense I can  _ ignore _ , kid.” -he says, pulling an axe from his back. “Even if it  _ was _ , this just goes to show you shouldn’t have worn the Omnitrix in the first place. You clearly know  _ nothing  _ about galactic culture.”

 

He stalks sideways, and Ben follows suit, keeping the distance between them intact. “The Omnitrix  _ picked _ me, Krabb. I may have decided to bear the responsibility, but the Watch  _ obviously  _ has a mind of its own. If it didn’t want me wearing it, it would’ve rejected my claim.”

 

“Even if I took you at your word, the Omnitrix’s logic must be  _ horribly _ flawed. Turning you into this alien has only guaranteed your... _ separation _ , by my hand.”

 

Krabb charges, axe held high above his head. Ripjaws instinctively lowers his head, and the angler fish-like little bulb on his forehead lights up, emitting a small bolt of electricity that hits the mercenary’s arm. The limb instantly goes slack, sparking, and the axe falls to the forest floor. Krabb stops in his tracks.

 

“Bioelectricity.” -Krabb notes, annoyed. “Meant to paralyze victims prior to... _ consumption _ . I didn’t expect you to know how to use it.”

 

Ripjaws smirks, as much as the ridiculously toothy mouth he has allows. “Oh, I didn’t. But now that I  _ do… _ ”

 

He tries to blast Krabb again, but nothing happens. The bounty hunter cackles. “You’ve got to be _kidding_ me. What, did you think your lure was a _gun_? It’s on a _hard_ _timer_ , kid.”

 

His useless arm ceases sparking, and slowly starts moving again, no doubt rebooted. The limb is clearly still affected, stiff and slow in its motion, but the fact that he can move it at all is  _ not good  _ for Ben’s chances. To make matters worse, he got  _ incredibly  _ lucky with that shot. This alien’s terrible eyesight practically guarantees he’ll miss the next one.

 

Krabb picks up the axe again, and resumes his charge. Ben is forced to dodge another axe swipe, but that places him in the path of the claw, which decks him into the ground. Dazed, he manages to roll out of the way in time to avoid being  _ executed _ , and tries to kick the axe out of Krabb’s hand, but the bounty hunter grabs his foot and tosses him clean through another tree. 

 

“Give it up, Terran.” -Krabb warns, brandishing his axe. “Shed that blasted form and hand over the Omnitrix. I  _ promise _ to make the  _ amputation _ clean.”

 

“ _ Gee _ , what a deal.” -Ben says, groaning as he rises. There’s splinters painfully stuck between his scales, and he’s pretty sure his dorsal fin is unusable now, but he’s not giving up. He feels the tension of his lure having recharged, and has an idea. 

 

A dumb, horribly  _ dangerous _ idea, but one that could potentially finish this fight.

 

“You said this species nearly killed your entire race?” -Ben asks, inching forward.

 

“ _ Slaughtered _ us, nearly to the last.” -Krabb growls. “Very few intelligent species ever evolve alongside another in a single world. Fewer still manage to coexist or even  _ survive  _ without eliminating the competition.”

 

Ben nods, grim. “How did you survive?”

 

“By being  _ stubborn _ enough that I managed to outlast the Volann’s advance.” -he says. “Not  _ unscathed _ , as you can plainly see. Just a brain driving a robot, by now.”

 

The massive pincer snaps, menacing. “Why become a bounty hunter, though?”

 

He scoffs. “Why do you  _ think _ , kid? With my skills, it was either  _ this _ , or pick up a Nova badge and  _ pretend _ at keeping the peace, like the rest of the useless Corps.”

 

“I thought the Nova Corps were the good guys.” -Ben says, almost in range of a pincer swipe.

 

He shakes his head. “Like I said; it’s a  _ charade _ , Terran. The Nova preach peace and stand idle while genocide happens. They did  _ nothing _ for us, they did  _ nothing _ for the Skrulls...and they’ll do nothing for  _ you _ , when the Chitauri and their masters come and finish what they started here.”

 

Ben winces. “But then it’s up to  _ us _ , isn’t it? It’s up to humanity to stand up for, and  _ defend _ ourselves.”

 

Krabb actually chuckles at this. “You  _ really _ have no idea, do you?” -he asks, the question rhetorical. He towers over Ben by now, a full two feet taller than the Piscciss Volann he accidentally became. “When the Black Order and their bloodthirsty, techno-organic  _ mutts _ set their sights on a planet, there’s no defense in the  _ galaxy  _ that can stop them. Your champions bought Terra  _ some  _ time, I’ll allow you, but your civilization will end  _ sooner _ , rather than later.”

 

Fast as lightning, Krabb grabs him with his pincer, the pressure he exerts strong enough to break through the tough, scaled skin on his arms and draw dark green blood. Ben grunts in pain, but he’s  _ right _ where he wanted to be. Completely immobile, two feet from his target. 

 

“If anything, this is doing you a favor, kid.” -he says, winding back his right arm for a deadly axe swipe.

 

“Keep your favor, jackass.” -he growls out, and blasts Krabb in the face with a bioelectric bolt.

 

Just as he’d hoped for, it  _ really _ doesn’t matter that Ripjaws is incredibly myopic when the target is  _ this  _ close.

 

Krabb’s entire body goes  _ absolutely _ haywire. His head spins around like a top, and his limbs twitch like it’s dissection day in science class. Hidden weapon systems flash in and out of their compartments, and his legs struggle to maintain equilibrium.

 

Ripjaws knows this might not last long, so he gets to work. He sinks his claws into Krabb’s humanoid arm, ripping it off, and _chomps_ on the shoulder joint for the pincer arm, shearing through armor and inner workings like it’s no tougher than a saltine cracker. A part of him - a _tiny_ , but worryingly vocal part - thinks about biting off the cyborg’s head, but he quickly dismisses the grievous notion. Like he said, all Ben wants is to disable him.

 

Ripjaws jumps off as the bioelectricity’s effects start to wear off. He stands ready, but Krabb just slumps down, apparently unconscious. Ben can’t imagine spinning around like that can be good for a brain in a jar - no matter how high tech the jar may be.

 

Ben breathes a sigh of relief. He’s bruised, bleeding, and he’s pretty sure his ribs  _ very nearly _ broke when that pincer grabbed him, but he’s standing, and victorious. Score  _ one _ for the know-nothing Terran kid. Well,  _ three _ , really. He destroyed the giant drone, he  _ sorta  _ beat Hala, and now Krabb is down for the count.

 

Not too shabby, right? When can he expect a call from Captain America?

 

Ben shakes his head out of the adrenaline - or  _ whatever _ alien substance passes for adrenaline - induced stupor. 

 

“Oh my  _ god _ , is that  _ you _ , Ben?” -he hears a comforting voice behind him. 

 

He turns, and sees Julie, who seems shocked at the scene before her.

 

“Hi.” -Ben manages.

 

She takes in his appearance. “What the hell happened to the Upgrade plan?”

 

He grunts, and taps the Omnitrix’s symbol, which hangs above his left pectoral muscle. “Same thing that happened to the ‘Diamondhead drives the angry Kree lady away’ plan. The Watch picked for me, again.”

 

Julie walks up to him, skipping over a fallen tree on the way. She hesitantly touches the bleeding cuts on his arms. “ _ Fuck _ . You’re...you’re actually  _ hurt _ .”

 

“It was bound to happen eventually, right?” -he says, then points behind him. “Besides, you should see…”

 

“ _ Please _ don’t finish that quote.” -she pleads, pale and starting to breathe a little too hard. “I love you and I love pop culture references, but I’m  _ kind _ of freaking out here, Ben.”

 

Ben gingerly grabs her hand, so as to not scratch her. “ _ Hey _ . I lived, Julie. I’ll heal, just like you.” -he says, gentle. “Honestly, I’m not sure this’ll even carry over to my own body. I’ll be just…”

 

_ *bip* _

 

“... _ fine. _ ” -Ben says, his grip going slack. Julie is momentarily confused, but she understands as Ben falls at her feet, a small, burning hole in the middle of his chest. 

 

Someone just shot the guy she loves, and they’re hovering right behind her.

 

“ **_Goola, Da Uba Stuka Je Keepuna_ ** .” -the alien says, landing just a few feet away. They’re tall, armored in black and deep purple, and pointing a space gun at her. She has no idea what the bastard just said, but she’s not about to shuffle off this mortal coil without a curse and some fisticuffs.

 

Julie couldn’t ever tell anyone what she chose as her final words. Something along the lines of ‘fuck you!’, ‘you killed him!’, and ‘ _ fuck you! _ ’. She decides to charge them, ready to punch that expressionless mask off their face, but they simply sidestep out of the way of her blow.

 

Well, they sidestep, do an  _ incredibly _ quick flourish with some glowing  _ thing _ protruding from their wrist, and suddenly, Julie is horizontal, her shoulder burns like she just scraped it against gravel, and she can... _ see _ ...her  _ arm _ .

 

Her right arm is  _ away _ from her body.

 

Julie is vaguely aware that she’s entering shock, but she still reaches for her disembodied limb with her left hand, not sure if she wants to reclaim it, or beat the bounty hunter to death with it. It’s a surreal experience, especially since,  _ yeah _ , her wound  _ hurts _ , but it’s not even  _ that  _ bad. There’s not even any blood, the cut cauterized instantaneously. If she’s inclined to scream, it’s  _ really _ because she  _ just lost a fucking arm, holy fuck _ , not because of the pain.

 

She touches her arm, and it’s just... _ too much.  _ She passes out. The last thing she remembers is the red flash of Ben’s detransformation, and a violet glow before the darkness overtakes her.

**Notes for the Chapter:**

> I rewatched the first appearances of both Krabb and Sixsix to write this chapter! They’re pretty flat characters, a pretty common trend in the OS. Krabb is arrogant but has the skill to back himself up, and I wanted to expand upon that. Sixsix actually speaks Huttese - he says, in pretty broken English because I used a fairly janky online translator “A pity you had to see me shoot him.” I couldn’t find a source for the language he actually speaks, and I figured huttese is a nice choice for a bounty hunter.  
> There’s a third bounty hunter on the planet…and it’s not Tetrax. I think I mentioned this before, but Diamondhead is the last of his species, and the reason for the Petrosapiens’ extinction has to do with the creation of the Omnitrix itself. Any guesses on who our third mystery bounty hunter might be? I’ll tell you this: the hunter is female.  
> Zeta radiation comes from DC Comics zeta tubes. There’s no actual zeta tubes in this ‘verse, but I wanted to use the term, as it relates to warping spacetime to travel instantaneously.  
> Also, the reason Gwen’s parents stopped allowing Gwen to have Kevin and Ben is pretty obvious: they noticed Kevin is into Gwen.  
> Until next time! Oh, and of course, enjoy the entries for the two aliens mentioned in this chapter:
> 
> Ripjaws:  
> The Omnitrix's sample of a Piscciss Volann, from the planet Piscciss. Ripjaws is the king of the seas, able to swim at breakneck speeds and use his claws and powerful bites to tear apart even the strongest of alloys. He can use the lure on his head to emit short-ranged bioelectric bolts that can paralyze his foes. Ripjaws retains his strength on land, but he dehydrates quickly, and moves much more slowly and clumsily. His eyesight outside of water is also terrible.
> 
> Upgrade:  
> The Omnitrix's sample of a Galvanic Mechamorph, from the lost planet Galvan Prime. Upgrade is an artificial being, a robotic life form composed of an alien metal that behaves like a non-Newtonian fluid. It is a living supercomputer designed to optimize and improve any sample of technology it touches - or practically possesses - to its ultimate expression. It is slow and weak in its base form, but practically indestructible, and able to project a particle beam from its "eye" for defense in a pinch. Magnets will not stick to it, but magnetic fields do give it a facsimile of a headache.


	6. Weightless Burden

**Summary for the Chapter:**

> Julie wakes up in space, naked and floating in a tube of fluid she can breathe, to a Kree Accuser staring at her. Somehow, she's pretty sure this isn't gonna be the weirdest morning in her life.
> 
> Meanwhile, Ben makes a rather rash decision...

Julie wakes up to lungs filled with liquid.

 

It takes a panic-filled second, but she determines she’s  _ not _ drowning, somehow - it’s a strange, light blue liquid that she can  _ breathe _ , like perfectly normal air. It freaks her out, even more than the obviously missing limb on her right side, or the fact that she’s naked, suspended in a clear, cylindrical tank filled with the stuff, in a clinical-looking circular room, and with an audience to boot. 

 

She tries - and mostly fails, thanks to her severed arm - to cover herself up as Hala the Accuser walks up to her tank. To her credit, the Kree - who’s wearing what Julie might describe as the ‘weekend casual’ version of her armor - doesn’t really look at her, merely glances as she brings up a holographic display that appears to showcase her vital signs. Hala looks absolutely  _ miserable _ with guilt as she surveys the data, even through the obvious alienness of her visage.

 

“Get me out of here!” -she yells at her, angry. Julie half expects the words to come out garbled, but she speaks normally.

 

“In a moment.” -Hala says, apologetic. “Your friend, Gwen, is fetching an outfit for you.”

 

Well, at least it’s good to know she’s not  _ wherever she is  _ by herself. The violet flash she registered just before passing out must’ve been Gwen, charging in as the cavalry. “Why am I even naked in the first place?”

 

“ _ Ah _ . I... _ apologize _ for removing your clothing, but the substance you are suspended in is corrosive for most synthetic materials. If it makes you feel any better, Miss Tennyson volunteered for the task of disrobing you.”

 

Julie grunts. It’s a  _ very  _ small comfort. She’s close with Gwen, but not  _ that  _ close. Frankly, she’d have been a  _ lot  _ more comfortable if, y’know, Ben had done it. “What  _ is  _ this stuff, anyway?”

 

“Cryogenic fluid. A common stabilizing medium for injured warriors.” -Hala answers, collapsing the hologram. She looks her in the eye. “You went into shock, following your injury. Since you couldn’t  _ exactly _ be taken to a Terran hospital, you were brought aboard my flagship, the  _ Azure Lance _ , for treatment.”

 

Julie frowns, but her outrage ebbs a little. “Isn’t cryogenic tech supposed to be, like, an interstellar travel thing?”

 

“Not since warp gates and the corresponding drives were invented.” -she explains. “We’ve  _ long _ since outgrown the need to preserve organics during decade-long FTL trips. Still, the fluid  _ was  _ designed to support life for extended periods of time, and so it remains useful to this day.”

 

“And Ben? Is he ok?” -she asks, fear coloring her voice.

 

Hala hesitates. “...in good health, yes. Despite the deadly wound he received.”

 

Julie sighs in relief. So, her assumption is true; the damage he endures as an alien doesn’t translate to his base human body. She thought that might’ve been the case, since the Omnitrix seems to source whatever matter and energy each transformation requires, but having the confirmation is good. Still, something in Hala’s expression troubles her. “I have a feeling there’s a ‘but’ in there.”

 

“I fear there is.” -Hala says gravely. “The Omnitrix’s bearer is not in a suitable state of mind. He blames himself for your... _ injury _ .”

 

Julie sighs to herself. Of  _ course  _ he would, even though there’s absolutely nothing he could’ve done to prevent her mutilation. Not with the giant drone, and not with this  _ fucking _ bounty hunter. Ben is a kind soul, and his drive to help people is genuine - and probably the thing she loves most about him - but, on the flip side, he tends to blame himself for things outside his control. It was a flaw when the worst he’d blame himself for was a busted blender at work, or missing one of her games because his dad had snatched him away overnight for a photo op with Congresswoman Tennyson, but now that he bears such a terribly massive responsibility, she fears that this flaw may prove  _ fatal _ .

 

Gwen chooses that moment to barge into the room, interrupting her musing. She’s carrying a bundle of clothes and a towel. She hands them off to the Accuser and...leaves?

 

“ _ What _ ? ...why did she  _ leave _ ?” -Julie asks, befuddled.

 

Hala commands the pod to flush the liquid, making Julie feel a little woozy as the weightlessness wears off. “I can’t claim to understand the... _ power  _ behind it, but your friend can generate duplicates of herself at will.”

 

_ Ah.  _ That sounds about right. Julie’s only surprised such a versatile spell actually  _ works  _ for the redhead. It must be how she and Ben staved off the hunters for so long - she didn’t really ask, too busy with the  _ actual police investigation _ she was forced to provoke as a result of Hala’s little home invasion. “Where’s the  _ real _ Gwen?” -she asks, stepping off the now open tank and awkwardly towelling herself off. She ends up way more damp than she’s used to, or comfortable with - which she expected - but the cryo fluid seems to evaporate fairly quickly on its own, at least.

 

The Accuser winces. “She is... _ busy _ . Not to be disturbed, I’m told.”

 

Julie frowns as she dresses, slowly, trying her best to get used to the extra effort of using only one arm to do so. Fortunately, the clothes - likely Gwen’s - are quite loose, and easy to slip into. The redhead is both taller and much more  _ statuesque _ than she is. In any case, constantly having to pull up some baggy jeans is  _ way _ better than talking to an alien warlady in the nude. “Doing what?”

 

“Should you not be more concerned with your current predicament?” -Hala nods at her, obviously trying to change the subject.

 

Julie snorts. Calling it a _‘predicament’_ is the understatement of the year - a year that’s seen alien invasions, an actual _norse_ _god_ joining the fray, and superheroes popping up just about _everywhere_. She peels back the empty sleeve of the cat-themed t-shirt she’s wearing, surprised to find a discrete black plate covering the stump, just after her shoulder ends. There’s really nothing left of her arm; the bastard cut it off at the joint.

 

“The bounty hunter’s plasma blade cut across your shoulder joint, destroying any chance of surgically re-attaching your severed limb before the nerve endings were permanently damaged. Perhaps, with some time, we might’ve been able to clone a new one for you, but our facilities are not designed for Terran use - our infamous legacy of genetically tampering with the genomes of other sapient species has led to strict protocols that  _ destroy _ foreign genetic material processed in such machines, along with the machines themselves.” -she says. “As it stands, we were forced to synthetically reconstruct your entire shoulder and clavicle, reinforcing the rest of your skeleton with a graphene nano-lattice to bring its durability up to the same standards as the synthetic replacements.”

 

She says this like she’s describing the weather, and not a surgically invasive procedure that  _ fundamentally altered her entire skeleton _ . “ _ Jesus _ , Hala, don’t you think I needed to,  _ oh, I don’t know _ , consent to this procedure, maybe!?”

 

Hala seemed puzzled. “I...it was necessary.”

 

“You don’t say.”

 

“If your shoulder were to withstand a force strong enough to shatter Terran bone, but not your implants, the rest of your skeleton would suffer catastrophic consequences.”

 

Julie scoffs. “If I’m getting hit  _ that _ hard in the first place, an unbreakable shoulder would be the  _ least _ of my problems.”

 

“You are partner to the Omnitrix’s bearer.” -Hala gently reminds her. “I apologize for disregarding your bodily autonomy, but you  _ are _ inherently and permanently at risk of grievous injury.”

 

Julie glances at her empty sleeve. “...yeah, alright. I guess it’s a good thing, just...ask next time, alright? Even if it’s a painless procedure, it’s still my decision to make.”

 

Hala nods as a sigh escapes her. “Over a  _ decade _ above C-53, and I’m  _ still _ unused to these Terran ideals of freedom and choice. I’ll keep it in mind.”

 

Hala gestures for her to follow. Pseudo-Gwen didn’t bring any shoes, so Julie gets to walk the frigid corridors of the Kree warship barefoot.  _ Yay _ . Hala leads the way through a series of narrow hallways, filled to the brim with Kree warriors and crew, the majority of whom pointedly stare at her for  _ way  _ longer than her mother would consider polite. It’s not so much xenophobia - she gets the impression that Hala would stamp that out pretty quick, given her apparent predilection for humanity - but rather fear of being discovered by their superiors as hosting a human. From what she could gather through her rather clipped, first conversation with the Accuser, Kree leadership has a  _ real _ issue with her species.

 

“As you can see,” -Hala notes, nodding at the various warriors they pass, “Kree warriors are no strangers to the loss of a limb.” 

 

It’s true; Julie guesses that some 70% of the Kree they pass are cyborgs of some kind. Legs, eyes, and of course,  _ arms _ , replaced both partially and completely by  _ incredibly  _ advanced, lifelike prosthetics. “We are a long-lived species, and us warriors are especially expected to give our  _ all _ for the collective wellbeing of our species. ‘For the good of all Kree’. Each and every one of us has seen much combat, not all of it victorious.” -she says, knocking on her thigh. It makes a muted metallic sound, betraying its own synthetic nature.

 

“Why tell me this?” -she asks, suspicious.

 

“Because you were  _ right _ .” -Hala says, glancing at Julie. “When you accused me of inaction - of failing to stop the drone from reaching you, of failing to intervene and save precious lives from the Chitauri incursion. And now, of preventing your current suffering by letting the bounty hunters ‘legally’ pursue Tennyson at their leisure.”

 

Julie frowns. “You said it yourself, though.  _ ‘Legally’ _ . You couldn’t do anything without breaking the rules.”

 

“To borrow one of your  _ charming  _ Terran expressions:  _ fuck  _ the rules.” -she spits out the words. “I traded my own comfort for the blood of innocent people. It is  _ utterly  _ unbefitting of someone who fancies herself a protector of Terra. All I can do now is atone - starting by pledging my full support of you.”

 

“ _Earth_.” -Julie finds herself saying. “I know _galactic_ _civilization_ calls it Terra, or whatever, but we humans call our homeworld Earth. If you’re _really_ this committed, you might as well start by getting the name right.”

 

Hala raises an eyebrow. “You...don’t object?”

 

Julie shrugs. It’s not an easy gesture, but it’s not because of the missing limb - it’s because she still doesn’t  _ quite  _ trust Hala, but...she  _ is  _ willing to give her a chance. “We  _ all _ fuck up, right? I  _ highly  _ doubt it’s just a human trait. You were doing what you were  _ supposed  _ to do, but that wasn’t the  _ right _ thing to do. I can relate.”

 

“Even though I am to blame for your lost limb?”

 

She snorts. “ _ You  _ didn’t do this to me. Maybe you could’ve stopped the guy who swung the energy sword, maybe not. I think it’s useless to think about ‘ _ what ifs _ ’ right now.” -Julie says, then sighs. “I don’t know how in the  _ world _ I’m gonna explain this to my parents, but...don’t worry, I won’t even mention you.”

 

Hala hums. “Perhaps there is no need to explain.”

 

“I’m  _ pretty  _ sure my parents are gonna want an explanation for why their only daughter is suddenly  _ missing an arm _ .”

 

“Of course.” -she says, then smirks in a manner too mischievous for the no-nonsense warlady Julie’s known so far. It almost reminds her of Abigail Brand, instead. “That is,  _ if  _ there’s a missing arm to notice.”

 

Hala’s little tour deposits them at what Julie can only guess is the flagship’s armory, a veritable treasure trove of alien weapons that wouldn’t be  _ too  _ out of place at a  _ Star Wars _ film set - the  _ originals _ , since the prequels are all blue screens and CGI. There’s at least a dozen different kinds of guns, untold amounts of energy-based melee weapons, and green-black armor sets in a variety of styles and body types. 

 

There’s also body parts.  _ Mechanical  _ body parts.

 

“I’ve consumed very little Terran - er,  _ human  _ media.” -Hala says, smug. “But I understand there are ‘game shows’ where participants are allowed to storm through sets filled with prizes to be looted at their leisure?”

 

Julie blinks, astounded at the prospect before her. Hala gets the reference  _ kind of  _ wrong. There’s usually a time limit to those things. “ _ Uh-huh _ .”

 

Hala winks. Or tries to, anyway. “Go on, then, Julie Yamamoto. Take your pick.”

 

* * *

 

Human-Bearer- _ Ben _ finds himself in an emerald void, stretching infinitely around him. His first instinct is to look at his wrist, which somehow  _ lacks _ the Omnitrix; instead, a band of blazing green encircles his wrist which - he’s pretty sure without really knowing  _ why  _ \- seems to be the source for the endless light around him.

 

“Where am I?” -he asks out loud, his voice soberingly quiet in the immensity of this place.

 

A sphere forms in front of him, magenta in color - it feels wrong to him, like dropping a barrel of oil in the cleanest beach in the Caribbean. Inside, human-cousin- _ Gwen _ struggles to stand upright. “ _ Damn _ ...this is a  _ lot _ harder than I thought it’d be.” -she says.

 

“What is?” -Ben asks. 

 

“Existing here.” -she says. “Inside the Omnitrix.”

 

Ben gasps, as his mind seems to come into focus. “Wait,  _ what _ !?”

 

Gwen winces. “Well, _no_. It’s a _lot_ more complicated than that. This isn’t so much the _Omnitrix_ , as it is the psycho-genetic bond between you.” -she says. “That term doesn’t exist, mind you, it’s just the closest thing I can come up with to describe... _all_ _this_.”

 

“Still, holy crap.”

 

“You said it.” -Gwen says, slightly amused. “Go on, then, break the bond.”

 

Ben pauses. “I... _ why  _ would I do that?”

 

Gwen seems flabbergasted. “What do you  _ mean _ ,  _ why _ ? You  _ asked _ me to do this, Ben. You chose to get rid of the Omnitrix, remember?”

 

This sounds both accurate and very,  _ very  _ wrong to Ben. “I don’t...it’s hard to think in here, for some reason. Like I’m on Earth, and my mind is on the  _ moon _ , or something.”

 

“You got shot, and Julie lost an arm.” -Gwen says bluntly, starting to buckle under the pressure. “You said you regretted ever deciding to bear the Watch.”

 

It all comes rushing back, like a cascade dropping on the back of his head - facing down Krabb, only to miss the other hunter lining up a shot that pierced through his chest. Ben is  _ pretty _ sure that blast should’ve killed him, but it didn’t even leave a mark on his embarrassingly hairless chest. Meanwhile, Julie’s life has been ruined, and it’s all his damn fault. If he’d been more vigilant, if he hadn’t been  _ so damn proud _ of his victory, Julie would still have  _ both  _ her arms. 

 

Ben realizes he’s crying. How could he have been so careless? So selfish, to drag the people he loves into this  _ dumbass _ crusade of his? Who the hell is he kidding? He’s a fifteen year old working the counter at a rapidly decaying fast-food chain location, in the middle of  _ freakin’ _ nowhere. And he thought,  _ what _ , that he’d slap on an alien wristwatch and, just like that, become a superhero? That he’d stand beside  _ actual  _ heroes, like the people who  _ risked their lives  _ in defense of New York? Like Iron Man, and Supergirl?

 

Like his grandfather?

 

No  _ wonder _ he asked Gwen to chop the damn Watch off. Everyone’s told him, but it took watching his girlfriend be maimed to  _ really  _ get it: he’s just a  _ kid _ , playing hero.

 

“Ok. Yeah, I’ve decided. Help me take it off.” -he says...to no one. He’s alone in the void. Gwen must’ve failed to maintain a presence, and now he’s trapped here. In the  _ psycho-genetic bond _ , or whatever.

 

Maybe it’s for the best.

 

_ For the best, eh? Tell me, Ben Tennyson...how is my all-powerful creation being stuck on the wrist of a comatose human teenager  _ ‘for the best’ _? _

 

Ben blinks, perplexed. The voice he hears is  _ tiny _ , and comes from right between his feet. He bends down, and starts making out a shape out of the light. It’s only a few inches tall, with a wide, frog-like head and a painfully thin body, covered in what appear to be robes. He’s not quite sure, since the tiny being is made of the same light that surrounds him, so the details are difficult to make out.

 

_ Yes, yes, I’m small. Get all your ‘tiny’, and “diminutive”, and ‘minuscule’ descriptors out of the way, already. We’ve got a lot of work to do, if we’re to separate you from the Omnitrix. _

 

“What? You can do that?”

 

The figure crosses his arms.  _ Well, there’s the issue of you just-so-happening to be a Ben Tennyson, and thus a somehow perfect match for my Watch, but I’m sure I can figure it out. Maybe even before your body dies! _

 

Ben should be worried about that last statement, but he’s too busy suffering a splitting headache, provoked by the alien’s revelations. “I...I  _ know _ you. You’re…”

  
_ Azmuth, creator of the Omnitrix, last survivor of Galvan Prime. Pleasure to make your acquaintance in  _ this _ universe, kid. _


	7. A Link to Multiple Pasts

**Summary for the Chapter:**

> Having met the creator of the Omnitrix, Ben now learns about Azmuth's about Galvan Prime's fate, as well as the reason the Galvan is trapped within his own creation.
> 
> It's *probably* not what you think.

**Notes for the Chapter:**

> Man, this chapter. I intended this chapter to essentially be a complete lore dump, but, like most of the previous chapters, the concept only somewhat lined up with the final product. In any case, I'm really happy with it, so I'm not complaining. I know this is an even greater departure from Ben 10 canon, but I hope it's worth it for y'all!

"Goddamnit, I  _told_ him this was a bad idea." -Abigail says, staring at Ben's comatose form, laid out on a bed in one of the Kree Dreadnought's three main infirmaries. His eyes are wide open, blazing green, and the Omnitrix is twisting and turning, wildly beeping like a hyperventilating 90s modem.

She offers a hand to Gwen, who takes it and rises, not without considerable effort. She's smoking, though she appears outwardly unharmed. "Yeah, but...can you blame him? I think it's pretty clear that this... _adventure_  of ours proved to be  _way_  more than we could handle."

"I respectfully disagree. If anything, the dismembered bounty hunter in Hala's brig shows that Ben's got what it takes to take on a top tier warrior and make it through  _relatively_ unharmed. Not to mention you literally  _scared one away_ , yourself." -Abigail says, then sighs. "But...we should've been there. The Kree at least have the excuse of having to hold the blockade and respecting the Hunters Guild's rights, but S.W.O.R.D. has no such obligations. We could've done  _something_.  _I_ could've done something." -she says, staring at her cane.

"I thought I was close enough to help before things got ugly." -Gwen says, commiserating. "Obviously, I wasn't. Lots of blame to go around, Director."

Brand hums. "I guess there is. Can you link up with him again?"

Gwen bites her lip. " _Maybe_. I think I have the power, but the Omnitrix  _clearly_  doesn't want me meddling. It fought me the whole time, and let me tell you, that thing is  _powerful_."

"So, what do we do?" -Abigail asks, leaning on her cane.

"We're gonna have to wait it out." -Gwen says, resigned. "It's all on him, now."

Abigail shakes her head. "There's gotta be  _more_  you can do. I mean, you're an Anodite, for gods' sake! You're one of the most  _powerful_  magical creatures in the universe! You just don't know your own strength."

"Well I  _can't_ , alright? Whatever powers the Omnitrix is  _way_  stronger than I am." -Gwen says, annoyed, then frowns. "Wait, how do you even know I'm an Anodite?"

"I met your grandmother, and I've seen your magic. I don't know  _how_  you use it while in your mortal body, but I  _can_  do the math." -she says, sarcastic. "Didn't Ben tell you I was a friend of the family?"

Gwen looks at Ben. "He  _did_ , but...he didn't mention anything about you knowing Verdona."

Abigail smirks, slightly. "Max always wished you two could've met. He never really knew how to help you."

"I know. His memory imprint told me as much when we went through his 'secret double life' stuff." -she says, uncomfortable. "Which wasn't  _fair_ , y'know? Losing grandpa to the stars, only to find out I'd already lost the  _one_   _person_  who might be able to teach me more about myself - why my powers fail sometimes, why I can even use them as a human."

"For what it's worth, I doubt Verdona would've been able to clarify much. She was always more of a warrior than anything else.  _Definitely_ no scholar."

Gwen leans forward, unable to hide her curiosity. "She was?"

Abigail smiles, fondly. "Yeah. Unique that way, from what I understand. Anodites don't really concern themselves with mortal affairs, but...Max convinced her to care. Enough to put herself on the frontlines. Enough to leave Max and the prospect of raising a family with him."

"I know Grandpa had the Omnitrix back in the day, but...I think that's always been his  _real_ superpower." -Gwen muses. "Whether it was something as trivial as putting up a camping tent, or doing this... _hero stuff_...he's always had a way of making you want to give it 110%."

Gwen nods to herself, determined. She closes her eyes, then opens them to magenta light, placing her energy-wreathed hands over the Omnitrix in an attempt to reopen the link.

Abigail knows Gwen can't really hear her anymore, but she still worriedly fidgets with the pommel of her cane, and speaks up. "Good luck. Whatever you guys end up deciding...you better come back in one piece."

* * *

"I...have  _so_   _many_  questions." -Ben manages to breathe out after a pregnant pause.

Azmuth snorts. He feels more  _defined_  now, less like a figment of his imagination. He even speaks out loud, and everything. "The Omnitrix is connected to your mind, and I'm a... _passenger_ , on the former. That is to say, I  _know_  you have questions. Ask away, but keep in mind you  _must_  make a choice about the bond between you and the Omnitrix, and soon. The Omnitrix may or may not let you die, but the human body is not meant to handle such... _indecision_."

Ben nods. "You said you created the Watch."

Azmuth nods. "I was not  _alone_  in this endeavor...but yes, I  _did_  conceptualize, design, and build the device."

" _Why_? Why did you create such a dangerous weapon?" -Ben asks.

Azmuth scoffs, indignant. "The Omnitrix is not something so trivial as a  _weapon_." -he says, snidely. A projection of each and every one of Ben's 10 available transformations forms before them, out of the same green light - and then, as if to reinforce Azmuth's words,  _thousands more_ line up behind them, in all shapes and sizes, their features obscured. "It is an intelligent, nigh-omnipotent genetic forge, powered by the life essence of a Celestial, designed to collect any and all forms of genetic instructions for the development, functioning, growth, and reproduction of all known sentient organisms - the information contained within your human DNA, for example - to be replicated at will, and stored in a vast, extra-dimensional repository called the Codon Stream." -he says, then sighs as he sees Ben struggling to understand. "The Omnitrix is a tool meant to preserve the genetic makeup of any and all intelligent life forms. I didn't create a  _weapon_. I created an  _extinction failsafe_."

Ben crosses his arms. "So the Watch is, like, a portable Noah's Ark?"

The Galvan raises an eyebrow. "I am unfamiliar with most of your human analogies. I'll  _assume_  you understand its true purpose."

"I think I do, now." -Ben says. "But the rest of the galaxy probably doesn't, if my experience is anything to go by. Nobody seems to think of it as anything but a weapon."

"They never did." -Azmuth says, forlorn, then vaguely waves his hand. The void seems to  _vibrate_ , somehow, shaking itself into an actual location.

"Where are we?" -Ben asks, looking on as the world around him changes.

"My personal sanctuary." -Azmuth says.

The monochrome green resolves around them into a lab of sorts, a strange blend of ancient stone structure and incomprehensibly advanced technologies scattered around the place. The floor plan looks kinda like a stereotypical wrapped candy shape, an oval with two protrusions at opposite sides. One of them is a balcony, and the other a massive vault door of some kind. The room is dominated by a massive, hourglass-shaped machine, with an ancient version of the Omnitrix exactly in the middle. The machine is connected to some sort of scanner, above a  _tiny_  cot, where a Galvan that looks almost  _exactly_ like Azmuth lies.

Ben blinks, flabbergasted."Did we just...travel to an alien planet?"

"' _Alien'_  is relative, Ben." -Azmuth chides. "This place may be alien to you, but to me, it is home. It  _was_ home." -he says, then walks towards the balcony. Ben follows, and stares outside.

It's...war.

"Galvan Prime fell many,  _many_  eons ago. When the universe was young, and our galaxy was yet to cool off." -he says. "So,  _no_. We haven't gone anywhere. My homeworld is a hollowed out husk, and my species died off with it. I should know - I was the last one to go."

Ben gasps. "But...you said…"

Azmuth smirks. "My  _body_ was destroyed, but my  _mind_...well, you're chatting with it. I designed the Omnitrix as a living machine, with a mind of its own, but in my failure, and subsequent  _death_ , I gave it company. In that way, I  _am_  technically the last surviving Galvan."

The Galvan points at the battlefield outside. Ben can make out some familiar figures - they all look like  _Diamondhead_ , of all people. The Petrosapien warriors are fighting Galvanic Mechamorphs in various weaponized and armored forms, and winning.  _Handily_. The poor synthetics simply can't compete for long with warriors who are, for all intents and purposes,  _invulnerable_ , and capable of creating constructs at will that can directly counter whatever the Mechamorphs throw at them.

"By this point, I was likely the only one left." -Azmuth continues. "While my fellow Galvans and our synthetic defenders gave their lives to try and hold back the Crystal Men, I sequestered myself in my lab, desperately trying to encode our highly complex genome into the Omnitrix for future generations to one day re-create."

Ben purses his lips. "You'd given up?"

Azmuth nods. "We were never warriors. Our demise was swift."

"Why did the Petrosapiens attack you?"

"Because we ruined their existence." -Azmuth admits. "Uplifted them from a natural, organic evolution to be our eternal guardians, and destroyed their culture, identity, and ability to  _die_  in the process. The warriors you see below had been driven mad by thousands of years of existence beyond their natural lifespans."

Ben winces. " _Jesus_ , Azmuth. Why would you do that?"

"I won't defend my more morally dubious peers, but the truth of the matter is that the galaxy was - and continues to be, from what I last saw through your grandfather's eyes - an  _extremely_ dangerous place. Just  _look_  at me, Tennyson." -he says, gesturing at his small self. "We were tiny amphibians with no real defensive capabilities, living in an era in which Celestials still bickered and fought with each other, leaving shattered solar systems in their wake - to say nothing of the technologically superior Kree, or the warmongering Asgardians."

"I see." -Ben says. It's hard to wrap his mind around these higher concepts - like, what the  _hell_ is a Celestial? - but he gets the gist of it. Galvans evolved,  _miraculously_ , as tiny, highly intelligent life forms in a cosmic soup of violence and destruction, before the universe as he knows it 'settled'. "What went wrong, then?"

Azmuth sighs, walking up to the little cot. Upon close inspection, Ben realizes that the Galvan on it is, indeed, Azmuth himself. "I wasn't quick enough."

The vault door behind them rumbles, thick metal bending from titanic blows. A few shards of familiar cyan crystal begin to poke out. An energy barrier pops into existence, shearing off the jagged tips, but Ben doesn't really expect this defense to last long, if his own experience as Diamondhead is anything to go by. Another figure walks 'into frame', so to speak. The creature is  _tall_ , much taller than Ben - maybe twelve feet tall, if the simulation is accurate - with a slender frame and an armored torso and limbs. They're some kind of... _squid_  person, sorta like the cursed pirate from that Pirates of the Caribbean movie he vaguely remembers watching as a kid. The 'resolution' on this mindscape is good enough that he can make out the fact that this being's limbs are actually  _tentacles_ , tightly wound around each other so as to make a firm, humanoid arm or leg. Possibly their torso, too.

" _Master, they're here!_ " -the being says, urgently.

"Yes, yes, I can  _hear_  them, Myaxx." -Azmuth - the present version - recites, in time with the memory. "The barrier will hold.  _Leave_ , already."

" _With respect, I refuse. I have already chosen my grave_."

"Young one, the Crystal Men only seek to destroy  _my_  kind. Do not give them a reason to hunt yours."

" _As if these_ brutes  _would need one._ "

"Regardless.  _Leave_   _me_ , save yourself."

The sequence stops. "Who's Myaxx?" -Ben asks.

Azmuth longingly stares at the female…'Chimera Sui Generis', the Omnitrix helpfully supplies. "One of my assistants. She remained by my side until the end - and paid the ultimate price for it."

The events continue to play out. Of course, the barrier fails, only moments later, and the vault door groans open, pushed aside by impregnable crystal. Its source walks in, a lone Petrosapien that looks almost  _identical_  to Diamondhead, down to the permanent scowl. The only real difference is that the alien lacks Diamondhead's white and black uniform, armored instead in a black and gray suit with green geometric patterns.

Myaxx roars, and charges at the Petrosapien with nothing but her fists. He calmly puts his hand to the ground, and a torrent of crystal rushes over and stops the assistant in her tracks, encasing her in the nigh-indestructible material.

"Tetrax Shard." -Azmuth says, closing his eyes, unable to look at his doomed protegé.

Tetrax approaches, menacingly. " _Hey, old man._ "

"I assume you've come to kill me?"

He shrugs. " _Better me than any of the others, don't you think?_ "

"I suppose so."

Tetrax scoffs. " _I would have spared you, you know. Maybe even helped you escape into the cosmos. If you'd kept your promise - hell, if you'd failed and been honest about it, I would have stood up for you."_

Azmuth nods. "I know. I'm sorry."

" _Yeah. I'm sorry too._   _Sorry I ever trusted one of your kind. Sorry I believed you when you said you could end my suffering. Sorry I ever let your damned_ machine god  _touch me, allowing you to preserve the secrets of our creation for others to exploit._ "

"That was never my intent. All I wanted was to preserve life."

Tetrax laughs, bitter. He gestures to Myaxx. " _How's that working out for you?_ "

The Petrosapien takes aim, and blasts the Omnitrix with razor-sharp crystal shards. Ben isn't sure what he expected, but the device is, of course, entirely unharmed. The machine around it, however,  _isn't_.

Azmuth gasps, aghast. "What are you  _doing_!? Kill me if you must, but leave the Omnitrix be!"

Tetrax growls, disgusted. " _Your entire_ race  _lies dead below your sanctuary, and this_ thing  _is your only concern?_ "

"I have already failed my people, Tetrax. Our fate was sealed the moment we played gods with your kind. But the Omnitrix is a chance at a new beginning - for my kind, and yours." -Azmuth pleadingly explains. " _Yes_ , I added your genetic information to the Omnitrix. I failed to undo the damage my peers did to you, but any new Petrosapien would be born from the Omnitrix with no knowledge of the crimes we inflicted upon them, no concept of a lifespan limited by evolution! And any new Galvans would learn from our many,  _many_  mistakes."

Tetrax narrows his glowing yellow eyes. " _A noble ideal, Azmuth. But the Galvans had their chance_."

He morphs his right hand into a massive sword, and cuts across the center of the room. The simulation falls apart, violently, and Ben is thrust into the emerald void again, Azmuth waiting at his feet.

"He  _killed_  you." -Ben says, touching the spot on his chest where the hunter's laser bolt pierced him.

"Justifiably so." -Azmuth noted. "Myaxx was an innocent victim, but  _my_  death was warranted. I knowingly betrayed his trust, and the Galvan leaders took advantage of me, in turn. Used my creation to create more soldiers, who would eventually turn on us."

"How did you end up here, then?"

Azmuth rolls his eyes. "As I  _said_ , the Omnitrix is intelligent. Not loyal to me, per se, but it pitied me and my fate. The genetic integration process was, quite literally, cut short, but the Omnitrix was able to absorb my fading consciousness as it enacted safety protocols and shot off into deep space."

"And then Grandpa found it."

Azmuth chuckles. "Don't be  _ridiculous_. Your grandfather was the fifty-second bearer. Time has no real meaning in here, but from what I've gathered, Galvan Prime fell  _millions_  of years ago."

Ben's eyes widen. "So, what, the Watch has been hopping around from bearer to bearer until it found  _me_? What is this,  _Lord of the Rings_?"

"I'm no more familiar with human references now than I was the last time you spouted off some such nonsense." -Azmuth says, annoyed. "But yes, that does sum up the Omnitrix's... _agenda_."

"Why  _me_ , though? Grandpa said it was my genetics, but if it's been hopping from person to person, and - I'm assuming - only  _two_  of us have been human, how does that make any sense?"

Azmuth gestures, and a model of Earth appears before them. "Are you familiar with the concept of the multiverse?"

Ben frowns. "Sure, I've read comic books."

Azmuth doesn't even bother. "Then you understand that every single choice ever made creates divergences - branches that may be  _trimmed_ , or allowed to grow apart from the others, whether they grow along a similar path as their brethren, or twist and turn in ways that leave them unrecognizable." -he explains, as other Earths appear alongside the first one, stretching infinitely into the emerald void.

" _Okay_. I  _think_ I follow."

"Simply put, in every single timeline where I've existed, and lived long enough to create the Omnitrix, there's also been a Benjamin Tennyson on Earth - or a similar enough replacement - that becomes its last bearer, for better or worse." -he says, then chuckles. "I'm  _usually_ alive for this part."

This makes an alarming amount of sense. " _Wait_. Wait-wait-wait-wait-wait. Is that why I  _know_?"

"Why...you 'know'? Know what?"

"Everything! I knew what the Omnitrix's container was, I knew how to activate it...hell, I even knew what the sounds it made meant! Do I know all this because, in another life, I've already done it?"

"In another  _universe_. This isn't  _reincarnation_. It's alternate dimensions." -he reminds him. "But yes; I imagine what you experienced can be explained away as some form of...inter-dimensional 'bleeding effect'. Situations so incredibly similar that the natural barrier between the different universes... _flickers_."

"The Codon Stream! You said it was 'inter-dimensional'!"

Azmuth nods. "Of course. Cataloguing every sapient species in this galaxy would have been  _impossible_  by myself. So I, and my  _many_  other selves, designed the Stream and have, in one way or another, contributed to the genetic archive."

The many Earths disappear, quickly replaced by several scenes, similar to the one about Azmuth's death. Ben watches, entranced, as hundreds, even  _thousands_  of different versions of himself - younger, older, male, female, human, and alien - and even other people he knows - like Gwen, Grandpa Max, Kevin, and Julie - discover and take up the Watch. It's always a similar scene, too: the container opens, their hand strays too close, and the Omnitrix jumps to their wrist, as if it can't wait a moment longer to become one with its bearer. There's a great flash of light - green, blue, white, red, and pink - and they've become a slightly different version of Heatblast.

"It's  _always_ a Pyronite." -Azmuth muses. "Even in universes that lack the species, for some reason or another. Never been sure why."

Ben feels like he knows. The phrase 'trial by fire' comes to mind. The scenes go on, skipping across time and space, showing the many adventures of the various bearers. Ben and company win and lose, sometimes gloating over their defeated foes, sometimes barely scraping by certain death.

Some versions are evil. Some versions  _die_  in the process.

But the vast majority  _live_ , and they  _thrive_  in heroism. It's a difficult life, filled with hardships and obstacles that threaten both himself and those he loves and comes to care for, but he can see all the  _good_  that his many selves do for their respective universes. The  _overwhelmingly positive_  legacy he leaves behind, over and over again. Azmuth is still talking, rambling on about the inner workings and finer details of his creation, but Ben can't really hear him anymore; the Omnitrix can't - or won't - talk to him, but Ben can still glean a message from the scenery around him:

_You have the potential for great goodness in you._

_You are worthy of my power._

_We are as one._

It's both tremendously daunting, and incredibly reassuring. It's a great and terrible privilege, being privy to all these others versions of himself, but Ben knows he needed it. Maybe he  _will_  die in the process. Maybe harm  _will_  befall those he loves. Who knows? What he  _does_  know - what he always should've known - is that he  _will_ do everything in his power to be the greatest wielder of the Omnitrix, all over again.

"I'm keeping it." -Ben announces, interrupting Azmuth's lecture on  _whatever_ Master Control is.

The Galvan blinks. "You... _weren't_  listening, were you?" -he asks, rhetorically. Azmuth sighs, massaging his brows. "The others warned me about you, but I thought  _my_  Ben would be better about this…" -he mutters.

"Sorry." -Ben winces. "While you were explaining, the Omnitrix kinda...showed me the error of my ways."

"And yet, you've elected to remain its bearer." -Azmuth notes, raising an eyebrow.

"I don't know that I'll ever stop feeling guilty about what happened to Julie." -he admits. "Or what might happen to the people I hope to protect. But I  _know_  I can protect them." -he says, then smirks. "Plus, I  _know_  Julie would kick my ass if I asked her to stay away from me. We'll figure it out. We always do."

Azmuth  _humphs_. "I don't know that your optimism is  _warranted_...but I believe in your conviction, at least." -he says, then his expression softens. "The Omnitrix is yours to command, of course. How you use it is up to you...but please,  _do_ consider its intended purpose. I don't altogether mind these  _heroics_  your grandfather and you insist on, but my creation was, and is, a tool for peace. No matter how tempting it may be, how great an idea it may be presented to you as...its unparalleled power must  _not_ be turned to warfare."

Ben nods, resolute. "I promise, Azmuth."

"We'll see." -he says, cryptically. "Go on, then.  _Leave_ , already."

Ben hesitates. "Will I…see you again?"

Azmuth shrugs. "I'm not exactly  _going_  anywhere. Whatever I know is  _at least_  a few decades out of date, but you may summon me for assistance, if need be." -he says, then narrows his eyes. "The Omnitrix is not much of a conversationalist, anyway."

As if slighted, the void pulses, and Azmuth's form disappears. The light begins to absorb into his wrist, slowly forming the Watch he knows and loves. Darkness replaces his environment, until all that remains is him. He closes his eyes, and opens them to Gwen's magenta eyes staring down at him.

* * *

"You're back!" -Gwen says, the energy dissipating. She hugs Ben, who groans softly.

"I'm so  _stiff_." -Ben says, trying to stretch a little. "Hey Gwen." -he says, then spots Abigail worriedly hovering behind his cousin. " _Oh_. Hello, Director Brand."

Abigail rolls her eyes. "Abigail will do, kid." -she says. "You had us really worried there for a second. Well, an  _hour_ , but who's counting."

Ben winces. "Sorry. I just had an extended tour through time and space that couldn't exactly be cut short." -he says, then looks at Gwen. "I'm glad you're alright, though. I was worried when the Omnitrix, like, winked you out of existence."

Gwen crosses her arms. " _Yeah_. I tried again a few times, but no dice. Whatever fuels your Watch is  _way_  more powerful than I am. Anodite powers or not."

He rises, intending to ask her if she knows what a Celestial is, when Julie barges into the infirmary, Hala close behind.

She's...holy  _crap_.

Ben's jaw absolutely hits the floor as he takes in her appearance; instead of the regular black or white polo, shorts, and pink jacket combo she usually rocks, she's dressed in a sleeveless, green, white, and black version of the uniform he briefly saw worn by Kree special forces - a thick, armored fabric that can apparently be heavily customized, judging by the Omnitrix-inspired hourglass pattern along the left side of her torso. She has a small blaster pistol holstered on her left thigh, a fancy looking bracer on her left wrist, and a collapsible baton hanging from the small of her back, opposite her navel.

But the kicker is her  _arm_. Her lost limb has been replaced with a black and white prosthetic, a model unlike the sleek, life-like arms worn by most Kree cyborgs - a limb designed for combat, for someone  _entirely_ unconcerned with passing the replacement off as resembling the original.

He barely gets a moment to notice the massive makeover, as Julie rushes over and tackle-hugs him, planting her lips on him in what's quite possibly the messiest kiss they've ever had. Part of him is self-conscious about their audience, but mostly, he's just glad to see what he always should've expected: his ever indomitable girlfriend, already back on her feet and ready to  _kick the ass_  of the alien bastard who cut her arm off.

"I should've known." -he says, once she lets him come up for air.

She raises an eyebrow, teary-eyed but outrageously happy. "What?"

"I'm over here moping, thinking about maybe getting rid of the Omnitrix, while you went and became a badass cyborg." -he says, shaking his head. " _God_ , I don't deserve you."

She scoffs, fondly. "Considering you got  _shot through the heart_ , and that Watch is still on your wrist, I'd say we're cut from the same cloth."

He smirks. "Yeah, maybe." -he says, then hugs her again, burying his face into her short black hair. "Let's just... _not_  do that again, ok?"

A series of brief, mechanical sounds next to his ear makes him look at Julie's hand, which has transformed into a particle cannon. Her expression is determined, mischievous, but above all...honestly, she looks downright  _sexy_.

"I have a better idea: let's take it from the top."

**Notes for the Chapter:**

> This chapter was originally supposed to be thrice as lore-heavy, but this snapshot into the past as food for Ben's thoughts worked much better with this story, trust me. If you've played Mass Effect, you can probably tell that the Galvan-Petrosapien relationship here is heavily inspired by the relationship between the Salarians and Krogans in that franchise.


	8. A Moment To Enjoy Some Peace and Quiet

**Summary for the Chapter:**

> Ben and Julie get to enjoy some time together after the harrowing events of the past few days. Kevin returns, and Gwen is not exactly happy about it.

**Notes for the Chapter:**

> Sorry about the short-ish hiatus there! Life got real busy and when it wasn't, I had other projects I wanted to work on, most of them part of this stupidly large and complex universe I've created for myself.

Julie gasps. “Oh, get that guy! He’s the last one!”

 

Ben grunts. “It’s  _ not _ that easy. I’m not used to the controls on this thing yet.”

 

“He’s  _ going  _ to kill you.”

 

“Hey, I can hold my own!” -Ben says indignant.

 

“Stop arguing with  _ me _ and kill  _ him _ !”

 

“Alright,  _ alright _ ...just let me figure out this new gun.” -Ben says, begrudgingly.

 

Ben shoots, but the rounds go  _ way  _ wide of the target, which quickly returns fire and kills Ben. Julie laughs at him without abandon. “Oh my  _ god _ , that was  _ terrible _ .”

 

The Omnitrix’s bearer sighs, staring at the embarrassingly amateurish killcam, followed by a nasty, post-game ‘DEFEAT’ sign. “Yes, yes it was.” -he says, then stares at the camera he has set-up above his  _ ridiculously  _ large monitor. “So,  _ that _ was CS:GO.  _ Obviously _ not my kind of game, but hey, it just came out, right?”

 

“Nothing that requires  _ aiming _ is your kind of game, beloved.” -Julie teases, pecking his cheek and leaning back on her chair, beside Ben’s own.

 

“Sounds like you wanna be on the hot seat next time.” -Ben says, raising an eyebrow.

 

“Challenge  _ accepted _ , Tennyson.” -Julie says, crossing her arms.

 

“It’s  _ really _ not as easy as it looks. This thing needs you to be  _ wicked _ accurate.” -Ben says, defensively.

 

Julie snorts. “Of the people in this video, who has, a) an actual gun, and b)  _ fired _ said gun?”

 

Ben winces, immediately pausing the recording. “Might not wanna allude to the Kree blaster, Julie.”

 

“Oh.  _ Right _ . Cut that.”

 

“I’ll make a mental note: edit out the mention of alien weaponry, along with the previous, minute-long string of cursing on what’s  _ supposed _ to be a kid-friendly channel.”

 

Julie puffs up her chest a little. “Send it to me later. I was  _ pretty  _ proud of how many variations of ‘fuck’ I got out.”

 

Ben shakes his head fondly, then presses the ‘record’ hotkey again. “You heard her, folks, next time an FPS comes up, we’re putting Julie in charge. I’ll stick to fighting games and, like,  _ Need for Speed _ .”

 

“Oh, I think my dad has an old copy of  _ Hot Pursuit 2 _ .” -Julie says.

 

Ben gasps. “Oh my  _ god _ , I haven’t played that in  _ ages _ ...remind me to ask him if I can borrow it, alright?”

 

Julie nods, then gestures at the camera. “Ben, the outro?”

 

“Yup! Anyway, hope you guys enjoyed being company to my misery. Next video  _ should  _ be a Q&A type deal, so send in whatever questions you have for us, and Gwen, and Kevin. Make sure to suggest games we should try, too.” -he says. “Until next time!”

 

Julie waves goodbye, and the recording ends. Ben immediately sets the monster of a machine that his computer is on encoding duty and pushes away from the desk, groaning. “I’m so  _ hungry! _ ”

 

“When is that  _ not _ a thing?” -Julie asks, smirking. 

 

“I mean, when I’m  _ asleep _ , probably.” -Ben says, patting his belly. “Diner still closed?”

 

Julie nods, chagrined. “Our latest secret drone fight took out  _ all  _ of their windows. It’s a  _ miracle _ that no one’s noticed the giant alien robots yet.”

 

“Or the people fighting them.” -Ben says, worriedly. “What’d Councilwoman Núñez say this time?”

 

“That the police are doing their best to catch ‘the hooligans popping these  _ extremely  _ dangerous illegal fireworks’.” -Julie says, incredulous. “Honestly, aliens invaded Manhattan less than two months ago. You’d think people would be on high alert, but no.”

 

“To be fair, who’d ever think Arcadia would get invaded by alien machines?” -Ben shrugs. “Worst we’ve ever had to deal with is those freak mini-earthquakes three years ago.”

 

Julie hums. “Oh, yeah. Forgot about those.”

 

Ben shakes his head. “How you’d forget about the wrecked asphalt and the mysteriously overturned cars on Guadalupe street is beyond me.”

 

“Probably had a tournament or something at the time.” -she shrugs. “Junior high kinda... _ blends together _ for me. If it wasn’t school, it was tennis, or soccer, or the swimming team…”

 

“...or chess, or the academic decathlon, or any  _ number  _ of things your parents thought were absolutely essential for you to succeed, and/or wanted to do as kids but never got to.” -Ben finishes off. “Glad your folks saw reason.”

 

“ _ Eventually _ .” -Julie says, a little bitter.

 

“Speaking of whom, have you figured out what you’ll tell them?” -Ben says, nodding at her synthetic arm.

 

Julie shakes her head, and flexes the limb, which whirs softly in response. “Nope. Just glad they haven’t noticed yet.”

 

“...you  _ are  _ going to tell them, right?” -Ben asks, raising an eyebrow.

 

“I don’t know, Ben, do you  _ want  _ them to ban you from ever seeing me again?” -she asks, sarcastic. 

 

“Well,  _ no _ , but I’d hate to drive a wedge between you guys.”

 

Julie snorts. “Not to worry, the wedge is already there.” -she jokes, then looks him in the eye. “Look, I’m  _ scared _ . I don’t  _ want  _ to have to lie to them. We’ve made  _ so much _ progress in the past few years, and my being more honest with them about what I do and how I feel has helped a  _ ton _ . But this isn’t me sneaking out for a midnight tryst; I got  _ maimed _ by an  _ alien bounty hunter _ . How the  _ hell _ do I bring that up at dinner?”

 

Ben purses his lips. “I’m sorry. There’s no easy answer to that one, I don’t think. But I’ll be there with you, whatever and whenever you decide to tell them.”

 

She smirks, and pecks his lips. It’s a second long, but the contact still leaves them both pleasantly dazed. “Thank you. For  _ real _ . And hey, who knows? Maybe they’ll think we’re telling them I’m pregnant, and the whole ‘ _ secret alien-themed superheroes _ ’ thing will actually be a relief for them.”

 

Ben guffaws like the dork he truly is. “Maybe a  _ bit  _ too optimistic there, Jules.”

 

She winks. “Hey, a girl can dream.”

 

“Speaking of which, let’s grab breakfast so we can take a nap, alright?” -he suggests.

 

“I like the way you think, Tennyson. Lead the way.”

 

* * *

 

Ben and Julie sit in comfortable silence, the former nursing the last of a three-egg, ham, bacon and swiss cheese omelette, while the latter slowly consumes the sugary milk left over from her  _ Froot Loops _ by the spoonful. Julie’s left leg sits on Ben’s lap, he hums the tune of the  _ Pokémon _ opening, she checks her phone, and it’s all  _ painfully-yet-adorably  _ domestic. So, Ben and Julie’s relationship, in a nutshell.

 

“So, I’ve been thinking.” -Julie begins, eyes narrowed in thought.

 

Ben raises an eyebrow. “What about?”

 

Julie nods at the Watch. “You said that the Omnitrix’s creator confirmed our reality is part of an entire  _ multiverse _ , right?”

 

“Infinite universes with infinite outcomes, yeah.” -Ben confirms. “Azmuth calls it the Omniverse, but I think that’s a  _ little _ pretentious.”

 

“But he calls it that way for a  _ reason _ , right? The Omnitrix is some kind of... _ universal constant _ .” -she points out.

 

“Right. More or less, yeah. There’s an endless number of Omnitrix bearers out there.” -he says, then smirks. “What, you want your own? I’m  _ pretty  _ sure I saw a Julie or two out there with their own version...”

 

Julie snorts. “Ben, the Omnitrix is an  _ amazing  _ artifact, but it  _ might  _ as well come with a ‘ _ come and take it _ ’ sign, visible from  _ Andromeda _ . No offense, but I wouldn’t use that thing in a million years.” -she says. “No, my line of thinking was a little more... _ esoteric _ .”

 

Ben blinks. “Well,  _ first _ , define that word. And second, y’know, just tell me. I didn’t judge you for your monster kink, I won’t judge you for this.”

 

The brunette rolls her eyes. “Well, funny you should mention that...” -she says, which causes Ben to choke on his omelette a little. “So, bear with me: if your Watch is  _ technically _ connected to every other version of itself, and  _ technically _ holds in its memory banks every species from  _ those _ universes, and, by logical extension, there’s dimensions in which, say, the events of the  _ Alien  _ films are historical fact...do you think there’s a Xenomorph in there?”

 

The young Tennyson can’t help but cackle. If he’d been drinking, he  _ would’ve _ done a spit-take “ _ That’s _ what you’ve been wondering about!?”

 

“Well  _ yeah! _ Can you imagine? You could turn into an acid-blooded killing machine with a little mouth  _ inside  _ its mouth! Or something from videogames, like...oh, a  _ Protoss!? _ Just think of the possibilities, Ben!”

 

Ben still laughs. “I...I  _ guess _ that makes sense, but  _ come on _ , Julie, I don’t think that’s how it  _ actually  _ works.”

 

Julie shrugs this off. “But what if it  _ did _ ? What species from fiction would you like to turn into?”

 

He ponders this - even though he’s, like, 99% sure that’s just not...a  _ thing _ he could ever do. Finally, he comes to a conclusion - and one that makes him smirk, mischievously. “Oh, I know!  _ Garrus _ .”

 

Julie frowns. “Garrus?”

 

“Yeah, Garrus Vakarian? From  _ Mass Effect _ ? He looks really cool, and I  _ know _ you liked his sultry subharmonics.”

 

His girlfriend blushes like a ripe tomato. “ _ Oh _ ... _ that _ Garrus.”

 

“There really isn’t any other Garrus you could’ve confused him with, I feel.” -Ben teases.

 

“No, no, it’s just been a, uh,  _ while _ since I played  _ Mass Effect 2 _ .” -she says, clearing her throat.

 

Ben narrows his eyes. “ _ Uh-huh. _ ” -he says, knowing for a fact that she’s got, like, half a dozen open fics that feature Garrus and Commander Shepard  _ going at it _ in some way or another. “Anyway...I’ll check with Azmuth whenever he deigns to speak to me again.” -he says, snarkily side-eyeing the Watch.

 

Julie embarrassedly hums, followed by a knock on the door. Ben can see Kevin’s rather large outline through the foggy glass of the house’s front door, so he yells at him to just come in. He does, followed closely by a miffed looking Gwen.

 

“ _ Oof _ .” -Ben notes, amused. “What’d you do  _ this _ time, Kevin?”

 

“Nothing!” -he protests. “I came back into town and went straight to her, I dunno why she’s mad.”

 

Gwen scoffs. “Because,  _ Ethan _ , you came back into town, went straight to me, and  _ have yet to tell me what you did out there _ .” -she says, fuming. “This is not  some kind of  _ mystery _ ; I  _ asked _ , and you  _ refused  _ to answer.”

 

Ben cringes. Gwen  _ never  _ brings up Kevin’s middle name unless she’s  _ genuinely  _ pissed off.

 

Kevin raises an eyebrow. “What, am I not entitled to a secret or two?”

 

“ _ Not _ when you  _ bolted  _ and left us one teammate down for an  _ entire week! _ You  _ know _ what happened to these two while you were gone.” -she says, crossing her arms.

 

The older teen has the decency to wince and turn to the younger couple. “Oh, yeah. Sorry about your arm, Julie.”

 

Julie shrugs, slightly bemused. “S’alright. I got a better one now.” -she says, letting the active camo drop for him to examine.

 

Kevin whistles. “ _ Dang _ , dude. Kree StarForce grade?  _ Nice _ .”

 

Ben chuckles. “Since  _ when _ can you tell alien bionics apart at a glance?”

 

The raven-haired teen smirks furtively. “Last week.”

 

Gwen groans. “Don’t  _ enable _ him, you two!”

 

Ben shrugs. “Look, I get it, cuz.” -he says, staring pointedly at Kevin. “He wasn’t around when we needed him most, and he wouldn’t answer his phone, like a  _ dingus _ , for a whole  _ week _ . But you  _ know _ Kevin does this every once in a while, and he  _ always  _ comes back. Prying for information isn’t helping anybody.  _ Especially _ since neither of the people who were  _ actually _ hurt are holding it against him.”

 

“ _ I _ was hurt, too, y’know.” -Gwen says, glumly. “Maybe not  _ physically _ , like you two, but I got front row seats to you two nearly  _ dying _ , and  _ then  _ I had to worry about  _ this _ jackass.” -she says, her voice wavering a little. “What if this  _ ‘Sixsix’ _ had gotten to you, too? We wouldn’t even  _ know _ .”

 

Kevin’s usual steely gaze softens. He hugs Gwen, who doesn’t fight it at all. “ _ Hey _ ...I’m sorry. I know, I should be better about these... _ retreats _ of mine. I’ll tell you what I was doing, alright?” -he says, then takes a deep breath, and releases it as a sigh. “When Max’s... _ hologram _ spoke to me, it gave me a map of several dozen safehouses he kept to store gear and data we might need. I spent a couple of days checking his place in San Francisco, learning everything I could that might come in handy, and then I went and stayed with Charlie for a couple days.” -he explains.

 

_ Ah _ , Ben thinks. Kevin’s never really talked about his occasional solo outings - not that anyone, not even Max, has ever pressed him on them until now - but this makes total sense; Charlie’s an old friend of Kevin’s, an easy-going twenty-something with a surprisingly decent workshop, up in Brighton Falls, who originally provided him and Grandpa with parts for the vintage Dodge Challenger they rebuilt together. She’s one of those people that Grandpa just... _ knew _ , for some reason or another, even though she’d never been to Arcadia before befriending Kevin. Ben wouldn’t be surprised if she turned out to be an alien in hiding, or something like that.

 

Charlie visits, maybe once or twice a year, around the holiday season - always hobbling around on that faded yellow, beat-up 60s VW Beetle. Ben’s never _ quite _ understood how a mechanic as  _ passionate  _ about the craft as she is moves around in a car as messed up as that Bug - you’d think she’d  _ at least _ patch up the bumps and scratches, or switch the eternally busted taillight, but she’s either negligent with this one, or the car stays as is for sentimental reasons. Charlie’s never really struck Ben as the  _ sentimental  _ type, but you never know, with Max’s  _ acquaintances _ .

 

Most of the worry on Gwen’s face ebbs away at hearing this. Any friend of Max’s is a person to be trusted, in their book. “Oh.” -she says, then sighs. “Well, just...don’t shut us out next time, alright?”

 

“Promise I’ll try.” -Kevin nods, and hugs her. After, he pulls out Max’s Plumber’s badge, and tosses it at Ben, who fumbles it a bit but ultimately catches it. 

 

“Check it out, Tennyson.” -he says. “I unlocked the badge for us.”

 

Ben raises an eyebrow. “I didn’t know it was locked to begin with.” 

 

The badge hums to life. “The automated proximity warnings, the codex, and Max’s message for us were just the surface-level functions of the badge. This thing is  _ seriously  _ packed with functions - it’s like the sci-fi version of a swiss army knife.” -Kevin explains. He nods at Ben. “Press the faceplate, I left a program running for us to try.”

 

Ben does as instructed. “What’s it do?”

 

The badge lights up, displaying a detailed map of, first, their neighborhood, and then the rest of town, progressively expanding until all of Arcadia and the surrounding areas are mapped. “ _ Non-human bio-rhythms detected _ .”

 

They all stare at the badge, eyes wide in surprise. “I, uh...I asked it to find nearby aliens. Maybe help you guys find that bounty hunter you missed.” -Kevin says, perplexed, as several red dots light up, all over town. “Wasn’t  _ exactly  _ expecting to pick anything up immediately, though.”

 

Ben frowns at the glaring points. “Guess it’s time to hunt down a bounty hunter, then.”

**Notes for the Chapter:**

> If you couldn't tell by the tags, Charlie is meant to be Charlie Watson, deuteragonist of that Bumblebee film that came out last year and completely redeemed live-action Transformers movies in my eyes. I should've mentioned her existence earlier - she was always meant to be part of this part of the universe, got her character profile and everything - but since I haven't, just know that she was originally meant to be Kevin's best friend in high school, but later got turned into an older character who may or may not have received Max's assistance in keeping the existence of a certain Autobot hidden from prying eyes. It keeps the core four friends intact, and expands a bit more on Max's extensive career of helping people even without a badge.


End file.
